Credit Suisse First Boston Mort Pass THR Cert Ser 1999 C1 – ‘424B5’ on 8/1/00

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Prospectus   —   Rule 424(b)(5)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Definitive Materials                                 524±  2.22M 

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                                                Filed Pursuant to Rule 424(b)(5)
                                                Registration File No.: 333-51771

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 12, 1999  

$971,600,000  
(APPROXIMATE)   

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1   
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
Depositor   

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC   
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.  
NATIONAL CONSUMER COOPERATIVE BANK  

Mortgage Loan Sellers   

----------

The trust fund will issue nineteen classes of certificates, five of which 
are being offered, as listed below. The trust fund will pay interest and/or     
principal monthly on the fourth business day following the 11th day of each     
month, or if the 11th day is not a business day, on the fourth business day     
following the next business day. The first payment of interest and/or           
principal will be made on August 17, 2000. The offered certificates represent   
obligations of the trust fund only and do not represent obligations of or       
interests in Credit Suisse First Boston Mortgage Securities Corp. or any of     
its affiliates.                                                                 

The underwriters have agreed to purchase the offered certificates from the
depositor at a price of 100.41% of the initial principal balance of the         
offered certificates plus accrued interest from July 11, 2000. The              
underwriters propose to offer the offered certificates from time to time for    
sale in negotiated transactions or otherwise, at market prices prevailing at    
the time of sale, at prices related to such prevailing market prices or at      
negotiated prices.                                                              

INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE  
S-18 OF THIS PROSPECTUS SUPPLEMENT.                                             

                                                        [Enlarge/Download Table]

                                    APPROXIMATE       ASSUMED                                    ASSUMED   
                                      INITIAL          FINAL       RATED FINAL                   WEIGHTED  
              INITIAL CERTIFICATE   PASS-THROUGH   DISTRIBUTION    DISTRIBUTION     RATING     AVERAGE LIFE
    CLASS      BALANCE (+ OR -5%)       RATE           DATE            DATE       FITCH/S&P      (YEARS)   
------------  ------------------- --------------  -------------- --------------  ----------- --------------
                                                                                                           
Class A-1  ..     $184,200,000         7.325%        July 2008      April 2062     AAA/AAA         5.7     
Class A-2  ..     $677,500,000         7.545%        April 2010     April 2062     AAA/AAA         9.1     
Class B .....     $ 50,100,000         7.808%        May 2010       April 2062      AA/AA          9.7     
Class C .....     $ 44,500,000         7.953%        May 2010       April 2062       A/A           9.8     
Class D .....     $ 15,300,000         8.070%        May 2010       April 2062      A-/A-          9.8     

Delivery of the offered certificates, in book-entry form only, will be    
made on or about August 4, 2000.                                                

Neither the Securities and Exchange Commission nor any state securities   
commission has approved or disapproved these securities or determined if this   
prospectus supplement or the accompanying prospectus is truthful or complete.   
Any representation to the contrary is a criminal offense.                       

Credit Suisse First Boston Corporation and Morgan Stanley & Co.           
Incorporated will act as co-lead and joint book running managers.               

CREDIT SUISSE FIRST BOSTON                          MORGAN STANLEY DEAN WITTER  

The date of this prospectus supplement is July 27, 2000.  

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Commercial Mortgage Pass-Through Certificates, Series 2000-C1 

[A graphic was omitted that consisted of a map of the United States that        
illustrated the number of properties in each state and their respective         
percentage of the Initial Pool Balance by state.]                               

WASHINGTON                  ALABAMA                  CONNECTICUT                
6 properties                2 properties             1 property                 
$99,314,534                 $26,927,105              $8,670,771                 
8.9% of total               2.4% of total            0.8% of total              

OREGON                      KENTUCKY                 MASSACHUSETTS              
1 property                  1 property               6 properties               
$2,730,895                  $11,421,508              $60,604,995                
0.2% of total               1.0% of total            5.5% of total              

NEVADA                      FLORIDA                  NEW HAMPSHIRE              
2 properties                12 properties            1 property                 
$6,313,632                  $56,030,518              $4,970,597                 
0.6% of total               5.0% of total            0.4% of total              

CALIFORNIA                  GEORGIA                  PENNSYLVANIA               
17 properties               8 properties             4 properties               
$141,336,965                $33,364,644              $30,398,332                
12.7% of total              3.0% of total            2.7% of total              

HAWAII                      SOUTH CAROLINA           OHIO                       
4 properties                1 property               2 properties               
$24,972,537                 $3,241,926               $9,625,606                 
2.2% of total               0.3% of total            0.9% of total              

ARIZONA                     NORTH CAROLINA           INDIANA                    
5 properties                3 properties             1 property                 
$9,271,649                  $11,704,892              $29,847,318                
0.8% of total               1.1% of total            2.7% of total              

COLORADO                    VIRGINIA                 MICHIGAN                   
1 property                  3 properties             4 properties               
$1,987,606                  $20,920,529              $32,592,113                
0.2% of total               1.9% of total            2.9% of total              

NEW MEXICO                  WASHINGTON, DC           ILLINOIS                   
1 property                  3 properties             3 properties               
$7,493,175                  $51,627,624              $3,015,297                 
0.7% of total               4.6% of total            0.3% of total              

TEXAS                       MARYLAND                 MINNESOTA                  
18 properties               2 properties             1 property                 
$72,906,629                 $8,460,793               $2,958,782                 
6.6% of total               0.8% of total            0.3% of total              

OKLAHOMA                    NEW JERSEY               MONTANA                    
1 property                  6 properties             1 property                 
$2,757,787                  $28,982,426              $12,671,976                
0.2% of total               2.6% of total            1.1% of total              

KANSAS                      NEW YORK                                            
6 properties                100 properties                                      
$25,132,247                 $269,744,409                                        
2.3% of total               24.3% of total                                      

[A graphic was omitted that consisted of a pie chart that indicated the         
percentage of the types of properties in the Initial Pool Balance. In addition  
12 pictures of the various mortgaged properties were omitted.]                  

LESS THAN 2%
Mobile Home Park 1.64%
Unanchored Retail 1.60% 
Limited Service Lodging 1.28% 
Extended Stay Lodging 1.28% 
Assisted Living 1.29% 
Self Storage 0.47%

OFFICE 27.70% 

ANCHORED RETAIL 19.50%

COOPERATIVE RESIDENTIAL 12.06%

MIXED USE 9.82% 

INDUSTRIAL 9.40%

MULTIFAMILY 8.11% 

FULL SERVICE LODGING 5.90%

[LEGEND OMITTED]                

(less than) 1.00% of Cut-Off Date Allocated Loan Amount                   
1.00 - 5.99% of Cut-off Date Allocated Loan Amount              
6.00 - 9.99% of Cut-off Date Allocated Loan Amount              
(greater than) 9.99% of Cut-off Date Allocated Loan Amount                      

 [12 PICTURES OF VARIOUS MORTGAGED PROPERTIES OMITTED]

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 TABLE OF CONTENTS

 Prospectus Supplement
 ---------------------

                                                                            PAGE
                                                                            ----
EXECUTIVE SUMMARY.............................................................VI
MORTGAGE LOAN EXECUTIVE SUMMARY..............................................VII
SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-1
RISK FACTORS................................................................S-18
DESCRIPTION OF THE MORTGAGE LOANS...........................................S-41
     General................................................................S-41
     Security for the Mortgage Loans........................................S-43
     The Mortgage Loan Sellers..............................................S-43
         Credit Suisse First Boston Mortgage Capital LLC....................S-43
         Morgan Stanley Dean Witter Mortgage Capital Inc....................S-43
         National Consumer Cooperative Bank.................................S-43
     CSFB Underwriting Standards............................................S-44
     MSDWMC Underwriting Standards..........................................S-47
     NCCB Underwriting Standards............................................S-48
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS...............................S-50
     Multiple Note Loans....................................................S-50
     Significant Mortgage Loans.............................................S-51
         The Selig Loans....................................................S-53
         The 1211 Avenue of the Americas Loan...............................S-55
         The IPC Retail Portfolio/Normandie Village Loan....................S-58
         The Hastings Village Shopping Center Loan..........................S-61
         The Crystal Pavilion/Petry Building Loan...........................S-63
         The L'Enfant Loan..................................................S-66
         The Claypool Embassy Suites Loan...................................S-70
         The BMDC Loan......................................................S-72
         The Gentry Portfolio Loan..........................................S-74
         The Amazon.com Loan................................................S-76
     Environmental Matters..................................................S-77
     Certain Terms and Conditions of the Mortgage Loans.....................S-78
     Additional Mortgage Loan Information...................................S-89
     Changes in Mortgage Loan Characteristics..............................S-111
DESCRIPTION OF THE OFFERED CERTIFICATES....................................S-112
     General...............................................................S-112
     Book-Entry Registration and Definitive Certificates...................S-113
     Distributions.........................................................S-116
         Definitions.......................................................S-121
     Assumed Final Distribution Date; Rated Final Distribution Date........S-125
Subordination; Allocation of Collateral Support Deficits and          
         Certificate Deferred Interest.....................................S-126
PREPAYMENT AND YIELD CONSIDERATIONS........................................S-128
     Yield.................................................................S-128
     Modeling Assumptions..................................................S-130
     Rated Final Distribution Date.........................................S-130
     Weighted Average Life of Offered Certificates.........................S-130
THE POOLING AND SERVICING AGREEMENT........................................S-137
     General...............................................................S-137
     Assignment of the Mortgage Loans......................................S-137
     Representations and Warranties; Repurchase............................S-137
     Servicing of the Mortgage Loans; Collection of Payments...............S-140
     Advances..............................................................S-142
     Appraisal Reductions..................................................S-143
     Accounts..............................................................S-145
     Withdrawals from the Collection Accounts..............................S-147
     Enforcement of "Due-on-Sale" and "Due-on-Encumbrance" Clauses.........S-147
     Inspections; Collection of Operating Information......................S-148
     Insurance Policies....................................................S-149
     Evidence as to Compliance.............................................S-150
Certain Matters Regarding the Depositor, the Trustee, the             
         Servicers and the Special Servicers...............................S-150
     Events of Default.....................................................S-151
     Rights Upon Event of Default..........................................S-152
     Amendment.............................................................S-152
     Voting Rights.........................................................S-153
     Realization Upon Mortgage Loans.......................................S-154
     Modifications.........................................................S-157
     Optional Termination..................................................S-158
     The Trustee...........................................................S-159
     Trustee Fee and Payment of Expenses...................................S-159
     Duties of the Trustee.................................................S-159
     The Servicers.........................................................S-160
     Servicing Compensation and Payment of Expenses........................S-161
     The Special Servicers.................................................S-163

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                                                                            PAGE
                                                                            ----
Each Servicer and each Special Servicer Permitted to                  
         Buy Certificates..................................................S-164
     Reports to Certificateholders; Available Information..................S-164
CERTAIN LEGAL ASPECTS OF MORTGAGE                                               
LOANS FOR MORTGAGED PROPERTIES                                        
LOCATED IN NEW YORK, CALIFORNIA,                                      
WASHINGTON,  TEXAS,                                                   
     MASSACHUSETTS AND FLORIDA.............................................S-168
     New York..............................................................S-168
     California............................................................S-168
     Washington............................................................S-169
     Texas.................................................................S-169
     Massachusetts.........................................................S-170
     Florida...............................................................S-170
CERTAIN FEDERAL INCOME TAX CONSEQUENCES....................................S-170
ERISA CONSIDERATIONS.......................................................S-172
     Senior Certificates...................................................S-172
     Mezzanine Certificates................................................S-173
LEGAL INVESTMENT...........................................................S-174
USE OF PROCEEDS............................................................S-174
UNDERWRITING...............................................................S-175
LEGAL MATTERS..............................................................S-176
RATING.....................................................................S-176

ANNEX A--LOAN CHARACTERISTICS                                                   
ANNEX B--COLLATERAL AND STRUCTURAL TERM SHEET                                   
ANNEX C--SERVICER REPORTS                                                       
ANNEX D--STATEMENT TO CERTIFICATEHOLDERS                                        
ANNEX E--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES          

Prospectus
----------

PROSPECTUS SUPPLEMENT..........................................................1
ADDITIONAL INFORMATION.........................................................1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................2
RISK FACTORS...................................................................3
THE DEPOSITOR..................................................................9
USE OF PROCEEDS...............................................................10
DESCRIPTION OF THE CERTIFICATES...............................................10
THE MORTGAGE POOLS............................................................16
SERVICING OF THE MORTGAGE LOANS...............................................21
ENHANCEMENT...................................................................26
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS...................................28
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.......................................43
STATE TAX CONSIDERATIONS......................................................70
ERISA CONSIDERATIONS..........................................................70
LEGAL INVESTMENT..............................................................72
PLAN OF DISTRIBUTION..........................................................74
LEGAL MATTERS.................................................................74
INDEX OF DEFINED TERMS........................................................75

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       YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL 
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE 
ON THE DATE OF THIS DOCUMENT OR THE DATES OTHERWISE SPECIFIED IN THIS DOCUMENT. 

        UNTIL 90 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, ALL DEALERS THAT
EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS   
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE            
ACCOMPANYING PROSPECTUS. THIS IS IN ADDITION TO A DEALER'S OBLIGATION TO DELIVER
A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS AN       
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.             

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 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

     We provide information to you about the offered certificates in two
separate documents that progressively provide more detail: (a) the accompanying 
prospectus, which provides general information, some of which may not apply to  
the offered certificates and (b) this prospectus supplement, which describes the
specific terms of the offered certificates. You should read both this prospectus
supplement and the accompanying prospectus before investing in any of the       
offered certificates.                                                           

      You should rely only on the information contained in this prospectus
supplement and accompanying prospectus. If the description of the offered       
certificates in the prospectus and in this prospectus supplement varies, you    
should rely on the information in this prospectus supplement.                   

      This prospectus supplement is not an offer to sell these securities,
and is not soliciting an offer to buy these securities, in any state where the  
offer or sale is not permitted.                                                 

        The photographs of the mortgaged properties included in the prospectus
supplement are not representative of all the mortgaged properties or of any     
particular type of mortgaged property.                                          

   The principal executive office of the depositor is Eleven Madison
Avenue, New York, New York 10010.                                               

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                                                        [Enlarge/Download Table]

                                                           EXECUTIVE SUMMARY                                                        
------------------------------------------------------------------------------------------------------------------------------------
                                    APPROXIMATE                                                                                     
                        INITIAL       % OF                                          ASSUMED                                         
                      CERTIFICATE   AGGREGATE                              INITIAL  WEIGHTED                 ASSUMED       RATED    
                      BALANCE OR     INITIAL    APPROXIMATE                 PASS-    AVERAGE   ASSUMED        FINAL        FINAL    
         RATING(a)     NOTIONAL    CERTIFICATE    CREDIT                   THROUGH    LIFE    PRINCIPAL   DISTRIBUTION  DISTRIBUTION
CLASS    FITCH/S&P    BALANCE(b)     BALANCE      SUPPORT   DESCRIPTION      RATE   (YEARS)(c)  WINDOW      DATE(d)      DATE(e)    
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                                                                                                    
  A-1   AAA/AAA      $184,200,000   16.565%     22.509%     Fixed          7.325%       5.7    8/00-7/08  July 2008     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
  A-2   AAA/AAA      $677,500,000   60.926%     22.509%     Fixed          7.545%       9.1    7/08-4/10  April 2010    April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 

                                                            Weighted                                                                
                                                            Average Net                                                             
                                                            Mortgage Rate                                                           
   B    AA/AA         $50,100,000   4.505%      18.004%     minus 0.535%   7.808%(g)    9.7    4/10-5/10  May 2010      April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Weighted                                                                
                                                            Average Net                                                             
                                                            Mortgage Rate                                                           
   C    A/A           $44,500,000   4.002%      14.002%     minus 0.390%   7.953%(g)    9.8    5/10-5/10  May 2010      April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Weighted                                                                
                                                            Average Net                                                             
                                                            Mortgage Rate                                                           
   D    A-/A-         $15,300,000   1.376%      12.626%     minus 0.273%   8.070%(g)    9.8    5/10-5/10  May 2010      April 2062  
------------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)                                                                                                             
------------------------------------------------------------------------------------------------------------------------------------
                                                            (Component                                                              
                                                            Structure)                                                              
                                                            Interest                                                                
  A-X   AAA/AAA     $1,111,999,815  NAP         NAP         Only           0.788%(f)    8.8    8/00-9/24  September     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Weighted                                                                
                                                            Average Net                                                             
   E    BBB/BBB       $29,100,000   2.617%      10.009%     Mortgage Rate  8.343%(g)    9.8    5/10-5/10  May 2010      April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Weighted                                                                
                                                            Average Net                                                             
   F    BBB-/BBB-     $13,900,000   1.250%      8.759%      Mortgage Rate  8.343%(g)    9.8    5/10-5/10  May 2010      April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   G    BB+/BB+       $30,600,000   2.752%      6.007%      Mortgage Rate  7.325%(g)    9.8    5/10-6/10  June 2010     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   H    BB/BB         $12,500,000   1.124%      4.883%      Mortgage Rate  7.325%(g)    9.9    6/10-6/10  June 2010     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   J    BB-/BB-        $9,800,000   0.881%      4.002%      Mortgage Rate  7.325%(g)    9.9    6/10-6/10  June 2010     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   K    B+/B+         $11,100,000   0.998%      3.004%      Mortgage Rate  7.325%(g)    9.9    6/10-6/10  June 2010     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   L    B/B            $9,700,000   0.872%      2.131%      Mortgage Rate  7.325%(g)   10.1    6/10-10/1  October 2011  April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   M    B-/NR          $8,400,000   0.755%      1.376%      Mortgage Rate  7.325%(g)   12.6    10/11-7/1  July 2014     April 2062  
------- ----------- --------------  ----------  ----------  ------------  ---------- --------  --------   ------------- ----------- 
                                                            Lesser of                                                               
                                                            Fixed and                                                               
                                                            Weighted                                                                
                                                            Average Net                                                             
   N    NR/NR         $15,299,815   1.376%      0.000%      Mortgage Rate  7.325%(g)   17.4    7/14-9/24  September     April 2062  
------------------------------------------------------------------------------------------------------------------------------------

(a)  Ratings shown are those of Fitch, Inc. ("Fitch") and/or Standard and Poor's
 Ratings Services ("S&P"), respectively. Classes marked "NR" will not be
rated by the applicable rating agency.                                

(b) The principal or notional balance of any class may be changed by up to 5%.  

(c)  This is the average amount of time in years between the closing date and   
    the payment of each dollar of principal. The Class A-X Certificates do not
  have a principal balance and do not receive principal distributions; the
    weighted average life of this class is based on its notional amount, which
will decrease as the principal balances of the other classes decrease.

(d)  This date was calculated assuming, among other things, that there are no   
  voluntary or involuntary prepayments. There may be some voluntary and/or
involuntary prepayments.                                              

(e)  This date was set at two years after the latest maturity date of any       
 mortgage loan which is not a balloon loan or, for any balloon loan, the
date upon which it would be deemed to mature in accordance with its   
original amortization schedule absent its balloon payment.            

(f)  This pass-through rate will change from time to time based on the weighted 
average of the component rates.                                       

(g)  This pass-through rate may change based on the weighted average net        
mortgage rate.                                                        

(h)  Not offered hereby.                                                        

The Class V-1, Class V-2, Class R and Class LR Certificates are not represented 
in this table.                                                                  

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 MORTGAGE LOAN EXECUTIVE SUMMARY

 GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)

                                                        [Enlarge/Download Table]
                                                                                                  
Initial Pool Balance(1)............................................................ $1,111,999,815
Number of Mortgage Loans...........................................................            211
Mortgage Loan Seller:(2)                                                                          
   Credit Suisse First Boston Mortgage Capital LLC.................................          63.5%
   Morgan Stanley Dean Witter Mortgage Capital Inc.................................          24.8%
   National Consumer Cooperative Bank..............................................          11.7%
Number of Mortgaged Properties.....................................................            227
Average Mortgage Loan Principal Balance............................................     $5,270,141
Highest Mortgage Loan Principal Balance............................................    $54,245,305
Lowest Mortgage Loan Principal Balance.............................................        $97,354
Weighted Average Mortgage Rate.....................................................        8.2287%
Range of Mortgage Rates............................................................    6.66%-9.93%
Weighted Average Remaining Term to the Earlier of Maturity or Anticipated                         
   Repayment Date (months).........................................................            114
Range of Remaining Terms to the Earlier of Maturity or Anticipated                                
   Repayment Date (months).........................................................         58-290
Weighted Average Remaining Amortization Term (months)..............................            341
Range of Remaining Amortization Terms (months).....................................        106-717
Weighted Average Debt Service Coverage Ratio(3)....................................           1.97
Range of Debt Service Coverage Ratios(3)...........................................     1.10-72.25
Weighted Average Loan-to-Value Ratio(3)............................................            61%
Range of Loan-to-Value Ratios(3)...................................................         1%-80%
Weighted Average Loan-to-Value Ratio at the Earlier of Anticipated                             55%
   Repayment Date or Maturity(3)(4)                                                               
Percentage of Initial Pool Balance made up of:                                                    
   Anticipated Repayment Date Loans................................................          63.1%
   Fully Amortizing Loans (other than Anticipated Repayment Date Loans)............           3.7%
   Balloon Loans...................................................................          33.2%
   Multi-Property Loans............................................................          15.0%
   Crossed Loans...................................................................          12.0%
   Residential Cooperative Loans...................................................          12.1%

----------                                                                      

(1)  The aggregate balance may be changed by up to 5%.                          

(2)  Shown as a percentage of initial pool balance. Loans sold to the Depositor 
by a mortgage loan seller were either originated by such mortgage loan
seller or acquired by such mortgage loan seller from a third party.   

(3)  The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured 
by cooperatives are calculated based on the value and projected rental
  revenues of the properties if converted to rental properties as shown in
the related appraisal.                                                

(4)  Excluding fully amortizing loans (other than Anticipated Repayment Date    
Loans).                                                               

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SUMMARY OF PROSPECTUS SUPPLEMENT

o    This summary highlights selected information from this prospectus          
 supplement and does not contain all of the information that you need to
consider in making your investment decision.                          

o    To understand all of the terms of the offered certificates, carefully read 
this prospectus supplement and the accompanying prospectus.           

o    This summary provides an overview of certain information to aid your       
  understanding and is qualified by the full description presented in this
prospectus supplement and the accompanying prospectus.                

o    Unless otherwise stated, all percentages of the mortgage loans, or of any  
specified group of mortgage loans, referred to in this prospectus     
supplement are calculated using the aggregate cut-off date principal  
balance.                                                              

o    References to percentages of mortgaged properties are references to the    
percentages of the initial pool balance represented by the aggregate  
 cut-off date principal balance of the related mortgage loans or, in the
case of multi-property loans, the amount of the related mortgage loan 
allocated to each individual property.                                

o    All numerical information concerning the mortgage loans is provided on an  
approximate basis.                                                    

 THE PARTIES

DEPOSITOR           Credit Suisse First Boston Mortgage Securities Corp., a     
                    Delaware corporation and an affiliate of one of the mortgage
    loan sellers and of one of the underwriters.

SERVICERS           CapMark Services, L.P. (formerly known as AMRESCO Services, 
               L.P.) will act as servicer with respect to all mortgage
                   loans other than those mortgage loans sold to the depositor
                by National Consumer Cooperative Bank. National Consumer
                 Cooperative Bank will act as servicer with respect to the
                   mortgage loans it sells to the depositor. The L'Enfant Loan
                    and the 1211 Avenue of the Americas Loan will be serviced by
              First Union National Bank and BNY Asset Solutions LLC,
respectively, as described herein.      

SPECIAL SERVICERS   Lennar Partners, Inc. will act as special servicer with     
                  respect to the mortgage loans other than those sold to the
                    depositor by National Consumer Cooperative Bank, except that
              the 1211 Avenue of the Americas Loan will be specially
            serviced by ORIX Real Estate Capital Markets, LLC as
                 described herein. National Consumer Cooperative Bank will
                  act as special servicer with respect to the mortgage loans
                it sells to the depositor. Each special servicer will be
    responsible for servicing and administering:

                  o    mortgage loans that, in general, are in default or as
   to which default is imminent; and

                   o    any real estate acquired by the trust upon foreclosure
of a related mortgage loan.   

                   The holders of greater than 50% of the percentage interests
                  of the controlling class will be entitled to remove Lennar
                    Partners, Inc. (or any successor) as the special servicer of
                  the mortgage loans other than those mortgage loans sold to
               the depositor by National Consumer Cooperative Bank and
       appoint a successor special servicer subject to

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              written confirmation from each rating agency that such
                    removal and appointment, in and of itself, would not cause a
                  downgrade, qualification or withdrawal of the then current
                  ratings assigned to any class of certificates. At any time
                   during which Lennar Partners, Inc. is the holder of greater
               than 50% of the percentage interests of the controlling
                 class, Lennar Partners, Inc. may remove National Consumer
                   Cooperative Bank as special servicer with or without cause.
                   National Consumer Cooperative Bank may otherwise be removed
                   as special servicer of the mortgage loans sold by it to the
                  depositor solely by the trustee, solely for cause. Neither
                    the trustee nor any certificateholder will have the right to
              replace the special servicer of the 1211 Avenue of the
Americas loan or the L'Enfant loan.     

                   The controlling class will be the most subordinate class of
             certificates then outstanding which has a certificate
           balance equal to or greater than 25% of the initial
               certificate balance of such class (or, if no such class
             exists, the most subordinate class then outstanding).

          Any special servicer will be permitted to purchase
certificates.                           

TRUSTEE             Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest 
Bank Minnesota, National Association).  

MORTGAGE LOAN                                                                   
SELLERS             o    Credit Suisse First Boston Mortgage Capital LLC, a     
                        Delaware limited liability company and an affiliate of
                         the depositor and one of the underwriters, will sell to
               the depositor 77 mortgage loans, collectively
                 representing 63.5% of the initial pool balance;

                    o    Morgan Stanley Dean Witter Mortgage Capital Inc., a New
                 York corporation and an affiliate of one of the
                      underwriters, will sell to the depositor 41 mortgage
                        loans, representing 24.8% of the initial pool balance;
and                           

            o    National Consumer Cooperative Bank, a federally
                      chartered corporation, will sell to the depositor 93
                        mortgage loans, representing 11.7% of the initial pool
                  balance, all of which are secured by residential
cooperative properties.       

 SIGNIFICANT DATES AND PERIODS
 -----------------------------

CUT-OFF DATE        July 11, 2000.                                              

CLOSING DATE        On or about August 4, 2000.                                 

DUE DATES           The dates on which monthly installments of principal and    
                 interest are due on the mortgage loans are the following:

          % OF INITIAL
NUMBER OF MORTGAGE LOANS            POOL BALANCE            DUE DATE      
-------------------------------    ------------------    -------------------    
146                              41.2%                  1st   
1                               4.5%                  9th 
64                              54.3%                 11th  
---                             -----                         
211                             100.0%                        
===                             =====                         

DETERMINATION DATE  The close of business on the 11th day of the month in which 
                  the distribution date occurs or, if such 11th day is not a
                 business day, the business day immediately following such
11th day.                               

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DISTRIBUTION DATE   The 4th business day following the determination date in    
                    each month, commencing on August 17, 2000. A business day is
                   any day other than a Saturday, a Sunday or any day on which
                banking institutions in the States of New York, Georgia,
                  Maryland, Minnesota or Florida are authorized or obligated
                by law, executive order or governmental decree to close.

RECORD DATE         The close of business on the last business day of the month 
                 immediately preceding the month in which the distribution
date occurs.                            

INTEREST ACCRUAL                                                                
PERIOD              The period commencing on the 11th day of the calendar month 
                 preceding the month in which the distribution date occurs
            and ending on the 10th day of the month in which the
                 distribution date occurs. Each interest accrual period is
deemed to consist of 30 days.           

ASSUMED FINAL                                                                   
DISTRIBUTION DATE   For each class of certificates, the date set forth on the   
cover page.                             

RATED FINAL                                                                     
DISTRIBUTION DATE   The distribution date occurring in April 2062.              

DUE PERIOD          The period beginning on the day following the determination 
                  date in the month immediately preceding the month in which
               the distribution date occurs and ending at the close of
                    business on the determination date of the month in which the
distribution date occurs.               

THE CERTIFICATES
----------------

THE OFFERED                                                                     
CERTIFICATES        Each class of offered certificates will have the initial    
                 certificate balance and the initial pass-through rate set
                  forth below, subject, in the case of each such certificate
             balance, to a permitted variance of plus or minus 5%.

             INITIAL CERTIFICATE           INITIAL
CLASS                     BALANCE           PASS-THROUGH RATE 
------------------------- ------------------------ ---------------------        
Class A-1                        $184,200,000               7.325%              
Class A-2                        $677,500,000               7.545%              
Class B                           $50,100,000               7.808%(1)           
Class C                           $44,500,000               7.953%(2)           
Class D                           $15,300,000               8.070%(3)           

(1)  This pass-through rate will equal the weighted average net mortgage rate   
minus 0.535%.                                                         

(2)  This pass-through rate will equal the weighted average net mortgage rate   
minus 0.390%.                                                         

(3)  This pass-through rate will equal the weighted average net mortgage rate   
minus 0.273%.                                                         

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THE PRIVATE                                                                     
CERTIFICATES (NOT                                                             
OFFERED HEREBY)    The following certificates will also represent beneficial  
                interests in the trust fund, but are not offered hereby:

             INITIAL CERTIFICATE           INITIAL
CLASS                     BALANCE           PASS-THROUGH RATE 
------------------------- ------------------------ ---------------------        
Class A-X                       $1,111,999,815              0.788%(1)           
Class E                            $29,100,000              8.343%(2)           
Class F                            $13,900,000              8.343% (2)          
Class G                            $30,600,000              7.325%(3)           
Class H                            $12,500,000              7.325% (3)          
Class J                             $9,800,000              7.325% (3)          
Class K                            $11,100,000              7.325% (3)          
Class L                             $9,700,000              7.325% (3)          
Class M                             $8,400,000              7.325% (3)          
Class N                            $15,299,815              7.325% (3)          

----------                                                                      

(1)  The Class A-X Certificates will not have a certificate balance and are not 
     entitled to receive distributions of principal. The notional balance of the
   Class A-X Certificates will be equal to the aggregate certificate balance
of the regular certificates (other than the Class A-X Certificates)   
immediately prior to the distribution date.                           

(2)  The pass-through rate will be equal to the weighted average net mortgage   
rate.                                                                 

(3)  The pass-through rate will be the lesser of 7.325% and the Weighted Average
Net Mortgage Rate.                                                    

 DISTRIBUTIONS
 -------------

DISTRIBUTIONS       Funds available for distribution from the mortgage loans    
             will be distributed on each distribution date, net of
                   specified trust expenses (including servicing fees, trustee
fees and related compensation).         

INTEREST                                                                        
DISTRIBUTIONS       Interest on the certificates will accrue on a monthly basis 
               and on the basis of a 360-day year consisting of twelve
                   30-day months. Prepayments and defaults may reduce interest
distributions.                          

PRINCIPAL                                                                       
DISTRIBUTIONS       The amount of principal required to be distributed to the   
                  classes entitled to principal on a particular distribution
date will, in general, be equal to:     

                   o    the principal portion of all scheduled payments, other
                       than balloon payments, which are received or advanced
during the related due period;

                   o    all principal prepayments and the principal portion of
                  balloon payments received during the related due
period;                       

              o    the principal portion of other collections on the
                       mortgage loans received during the related due period
                        including liquidation proceeds, condemnation proceeds,
                      insurance proceeds and income on "real estate owned"
property; and                 

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               o    the principal portion of proceeds of mortgage loan
                     repurchases received during the related due period.

PRIORITY OF                                                                     
DISTRIBUTIONS       Distributions will be made on each distribution date.       
                  Distributions of interest and principal and allocations of
                losses are set forth in the chart below. The priority of
                  each class of certificates for the payment of interest and
                   principal is illustrated in descending order. Losses on the
                    mortgage loans will be applied to each class of certificates
in ascending order.                     

  --------------------------
      Class A-1,
  |      Class A-2 and Class A-X(1)      |
  |      --------------------------      |
  |               Class B                |
  |            --------------            |
  |                   |                  |
  |                   |                  |
  |            --------------            |
Distributions of  |               Class C                |  Losses on the 
Interest and  |            --------------            |  Mortgage  
Principal  |                   |                  |  Loans  
  |                   |                  |
  |            --------------            |
  |               Class D                |
  |            --------------            |
  |                   |                  |
  |                   |                  |
  |      --------------------------      |
  |         Private Certificates         |
  |        (other than Class A-X)        |
  |      --------------------------      |
  |                                      |

----------                                                                      
(1)  Receives only interest distributions.                                      

PREPAYMENT                                                                      
PREMIUMS            The manner in which any prepayment premiums and yield       
                   maintenance charges received during a particular due period
                   will be allocated to the Class A-X Certificates, on the one
                  hand, and the class or classes of certificates entitled to
                  principal, on the other hand, is described in "Description
           of the Offered Certificates--Distributions" in this
prospectus supplement.                  

OTHER                                                                           
DISTRIBUTIONS       Distributions on the Class V-1 Certificates, Class V-2      
                    Certificates, Class LR Certificates and Class R Certificates
are limited to the following:           

                o    the Class V-1 and Class V-2 certificateholders will
                      only receive distributions of excess interest (i.e.,
                    interest accrued at a rate higher than the related
                    initial mortgage rate of the mortgage loan) on the
                mortgage loans that have specified anticipated
                      repayment dates and which are not paid in full as of
such date; and                

                  o    the Class R and Class LR certificateholders will only
        receive a distribution after the other
                         certificateholders have received all amounts payable to
them.                         

             The holders of 100% of the Class V-1 Certificates may
            purchase any loan sold by Credit Suisse First Boston
                  Mortgage Capital LLC with an anticipated repayment date on
               or after its anticipated repayment date at the purchase
             price specified herein (generally equal to the unpaid
                  principal balance thereof, all accrued and unpaid interest
                on such loan, unreimbursed advances and interest on such
advances and any unpaid                 

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                  special servicing fees due with respect thereto) and under
                  the circumstances described in this prospectus supplement.
                    The Class V-1 Certificates may not be sold to an entity that
                owns an interest in a borrower under any of the mortgage
               loans with an anticipated repayment date sold by Credit
                   Suisse First Boston Mortgage Capital LLC except that Credit
                Suisse First Boston Mortgage Capital LLC or an affiliate
               thereof may own or purchase the Class V-1 Certificates.

             The holders of 100% of the Class V-2 Certificates may
            purchase any loan sold by Morgan Stanley Dean Witter
                   Mortgage Capital Inc. with an anticipated repayment date on
               or after its anticipated repayment date at the purchase
             price specified herein (generally equal to the unpaid
                  principal balance thereof, all accrued and unpaid interest
                on such loan, unreimbursed advances and interest on such
                advances and any special servicing fees due with respect
              thereto) and under the circumstances described in this
                    prospectus supplement. The Class V-2 Certificates may not be
                   sold to an entity that owns an interest in a borrower under
                    any of the mortgage loans with an anticipated repayment date
                sold by Morgan Stanley Dean Witter Mortgage Capital Inc.
                  except Morgan Stanley Dean Witter Mortgage Capital Inc. or
              an affiliate thereof may own or purchase the Class V-2
Certificates.                           

ADVANCES            CapMark Services, L.P., in its capacity as servicer, and    
              National Consumer Cooperative Bank, in its capacity as
                   servicer, are each required to advance delinquent principal
                  and interest on the mortgage loans which they service. BNY
                  Asset Solutions, Inc., in its capacity as primary servicer
                    of the 1211 Avenue of the Americas Loan, will be required to
                  advance delinquent principal and interest on such mortgage
                   loan. In each case, the related party will only be required
                 to make such an advance for so long as it determines that
                such advance is recoverable from the mortgaged property.
             First Union National Bank, as primary servicer of the
                  L'Enfant Other Note will be required to make all servicing
                    advances with respect to the L'Enfant mortgage loan and will
             be entitled to reimbursement upon demand from CapMark
                    Services, L.P. on behalf of the trust for its pro rata share
                 of such servicing advance. Any such reimbursement will be
                treated as a servicing advance by CapMark Services, L.P.
                   under the pooling and servicing agreement. See "The Pooling
             and Servicing Agreement--Advances" in this prospectus
          supplement. Such advances generally will equal the
                  delinquent portion of the monthly payment of such mortgage
loan, less                              

             o    the servicing fee and primary servicing fee, and

    o    if applicable, the related workout fee.

                    Except with respect to the 1211 Avenue of the Americas loan,
                   if a borrower fails to pay amounts due on the maturity date
                    of the mortgage loan, the related servicer will only advance
                 the amount it would have advanced on a delinquent monthly
                payment due prior to the maturity date. There will be no
                  advance after the maturity date for the 1211 Avenue of the
Americas loan.                          

               The servicers will not be required to make advances for
            penalty charges, yield maintenance premiums, balloon
                   payments or prepayment premiums. In addition, in connection
                 with mortgage loans with anticipated repayment dates, the
             servicers will not be required to make any advance in
           respect of excess interest. Any appraisal reduction

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                  amount will reduce the amount of such advance that will be
                  made by the servicers. If the applicable servicer fails to
                make a required advance, the trustee is required to make
               such advance in each case subject to a determination of
recoverability.                         

OPTIONAL                                                                        
TERMINATION         The following parties will each (in turn, according to the  
               order such parties are listed below) have the option to
                 purchase all of the mortgage loans and all other property
               remaining in the trust fund on any distribution date on
                    which the aggregate stated principal balance of the mortgage
             loans is less than 1.00% of the initial pool balance:

             o    Credit Suisse First Boston Mortgage Capital LLC;

o    National Consumer Cooperative Bank;

              o    Morgan Stanley Dean Witter Mortgage Capital Inc.;

                o    the holders of a majority of the controlling class;

              o    Lennar Partners, Inc., as special servicer or its
 successor special servicer; and

 o    CapMark Services, L.P., as servicer.

                   In the event that any such party exercises this option, the
                  trust will terminate and all outstanding certificates will
                  be retired, as described in more detail in this prospectus
supplement.                             

DENOMINATIONS       The offered certificates will be issuable in registered     
form, in the following denominations:   

                                                      MULTIPLES IN
                                                       EXCESS OF
                                         INITIAL       INITIAL
                                         BALANCE       BALANCE
                                         -------       -------
Offered certificates (certificate                                     
balance).................................    $25,000          $1      

CLEARANCE AND                                                                   
SETTLEMENT          The offered certificates will be issued in book-entry form  
                    and will be evidenced by one or more certificates registered
             in the name of Cede & Co., as nominee of DTC. Persons
               acquiring beneficial ownership interests in the offered
                   certificates may elect to hold their book-entry certificate
                    interests either through DTC in the United States or through
             Clearstream Banking, societe anonyme or The Euroclear
                   System, in Europe. The depositor may elect to terminate the
                book-entry system through DTC with respect to all or any
         portion of any class of the offered certificates.

CERTAIN FEDERAL                                                                 
INCOME TAX                                                                      
CONSIDERATIONS      REMIC elections will be made with respect to two segregated 
                    pools of assets of the trust, referred to as the "Lower-Tier
             REMIC" and the "Upper-Tier REMIC." All classes of the
                  certificates (other than the Class V-1, Class V-2, Class R
                 and Class LR Certificates) will be "regular interests" in
          the Upper-Tier REMIC. Pertinent federal income tax
                 consequences of an investment in the offered certificates
include:                                

             o    Each class of offered certificates will be REMIC
"regular interests."          

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           o    The regular interests will be treated as newly
                    originated debt instruments for federal income tax
purposes.                     

          o    You will be required to report income on your
                       certificates in accordance with the accrual method of
accounting.                   

               o    One or more classes of offered certificates may be
      issued with original issue discount.

                 o    Prepayment premiums and yield maintenance charges on
                  the mortgage loans may be ordinary income to the
                    related certificateholders as such amounts accrue.

ERISA                                                                           
CONSIDERATIONS      The acquisition of an offered certificate by an employee    
                benefit plan or other plan or arrangement subject to the
                    Employee Retirement Income Security Act of 1974, as amended,
                   or to section 4975 of the Internal Revenue Code of 1986, as
                 amended, could, in some instances, result in a prohibited
       transaction or other violation of the fiduciary
                 responsibility provisions of such laws. It is anticipated
                   that only the following classes of offered certificates may
                be acquired by such plans or arrangements and by persons
                    investing the assets of such plans or arrangements, provided
certain conditions are met:             

o    Class A-1                          

o    Class A-2                          

                    In addition, it is anticipated that the following classes of
                 offered certificates may be acquired by insurance company
              general accounts which contain assets of such plans or
          arrangements, provided certain conditions are met:

o    Class B                            

o    Class C                            

o    Class D                            

               Any fiduciary of such plans or arrangements considering
                whether to purchase offered certificates in any of these
            classes with assets of or on behalf of such plans or
                  arrangements should consult with its counsel regarding the
                    applicability of the Employee Retirement Income Security Act
               of 1974, as amended, or to section 4975 of the Internal
                 Revenue Code of 1986, as amended, and the availability of
                    any exemptions from the prohibited transaction provisions of
such laws.                              

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RATINGS             It is a condition to the issuance of the offered            
                   certificates that they receive the following credit ratings
          from any and all of the following rating agencies:

                                              STANDARD &
                                              POOR'S RATINGS
                        FITCH, INC.         SERVICES
             ------------- ------------------ ------------------
     Class A-2            AAA                AAA
    Class B              AA                 AA
    Class C               A                  A
    Class D              A-                 A-

                   The rated final distribution date for each class of offered
                certificates is the distribution date occurring in April
                    2062. For a description of the limitations of the ratings of
the offered certificates, see "Rating." 

                  You should consider the following about a security rating:

            o    it is not a recommendation to buy, sell or hold
securities;                   

                    o    it may be subject to revision or withdrawal at any time
       by the assigning rating organization;

                   o    it only addresses the likelihood of the timely payment
                        of interest and the ultimate repayment of principal by
    the rated final distribution date;

               o    it does not address the frequency of voluntary and
                 involuntary prepayments or the possibility that
              certificateholders might suffer a lower than
anticipated yield; and        

             o    it does not address the likelihood of receipt of
                         prepayment premiums, yield maintenance charges, default
interest or excess interest.  

LEGAL INVESTMENT    The offered certificates will not constitute "mortgage      
                  related securities" for purposes of the Secondary Mortgage
                Market Enhancement Act of 1984, as amended. Consult your
                   legal advisor as to the appropriate characterization of the
                    offered certificates under any legal investment restrictions
applicable to you.                      

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THE MORTGAGE LOANS
------------------

GENERAL             The trust fund will consist of 211 commercial, multifamily  
                 and residential cooperative mortgage loans (including the
                trust fund's pari passu interest in the loans secured by
                  1211 Avenue of the Americas and L'Enfant Plaza) having the
following general characteristics:      

 GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF THE CUT-OFF DATE, UNLESS OTHERWISE INDICATED)

Initial Pool Balance(1)                                          $1,111,999,815 
Number of Mortgage Loans                                                    211 
Mortgage Loan Seller(2):                                                        
  Credit Suisse First Boston Mortgage Capital LLC                        63.5%
  Morgan Stanley Dean Witter Mortgage Capital Inc.                       24.8%
  National Consumer Cooperative Bank                                     11.7%
Number of Mortgaged Properties                                              227 
Average Mortgage Loan Principal Balance                              $5,270,141 
Highest Mortgage Loan Principal Balance                             $54,245,305 
Lowest Mortgage Loan Principal Balance                                  $97,354 
Weighted Average Mortgage Rate                                          8.2287% 
Range of Mortgage Rates                                             6.66%-9.93% 
Weighted Average Remaining Term to the Earlier of Maturity or                   
  Anticipated Repayment Date (months)                                      114
Range of Remaining Terms to the Earlier of Maturity or                          
  Anticipated Repayment Date (months)                                   58-290
Weighted Average Remaining Amortization Term (months)                       341 
Range of Remaining Amortization Terms (months)                          106-717 
Weighted Average Debt Service Coverage Ratio (3)                           1.97 
Range of Debt Service Coverage Ratios (3)                            1.10-72.25 
Weighted Average Loan-to-Value Ratio (3)                                    61% 
Range of Loan-to-Value Ratios (3)                                        1%-80% 
Weighted Average Loan-to-Value Ratio at the Earlier of                          
  Anticipated Repayment Date or Maturity(3)(4)                             55%
Percentage of Initial Pool Balance made up of:                                  
  Anticipated Repayment Date Loans                                       63.1%
Fully Amortizing Loans (other than Anticipated                            
    Repayment Date Loans)                                                 3.7%
  Balloon Loans                                                          33.2%
  Multi-Property Loans                                                   15.0%
  Crossed Loan                                                           12.0%
  Residential Cooperative Loans                                          12.1%

----------                                                                      
(1) The aggregate balance may be changed by up to 5%.                           

(2)  Shown as a percentage of initial pool balance. Loans sold to the Depositor 
by a Mortgage Loan Seller were either originated by such Mortgage Loan
Seller or acquired by such Mortgage Loan Seller from a third party.   

(3)  The Debt Service Coverage Ratios and Loan-to-Value Ratios of loans secured 
     by cooperatives are calculated based on value and projected rental revenues
     of the properties if converted to rental properties as shown in the related
appraisal.                                                            

(4)  Excluding fully amortizing loans (other than Anticipated Repayment Date    
Loans).                                                               

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SECURITY FOR THE                                                                
MORTGAGE LOANS      Each mortgage loan is secured primarily by one or more first
            priority mortgages, deeds of trust, or other similar
               security instruments on the borrower's fee or leasehold
                  interest in real property as set forth in the table below.
           The mortgaged properties are used for commercial or
multifamily residential purposes.       

INTEREST OF             NUMBER OF            % OF   
  BORROWER               MORTGAGED        INITIAL POOL
ENCUMBERED              PROPERTIES        BALANCE(1)
----------              ----------        ----------
Fee Simple Estate(2)           224             97.3%      
Leasehold Estate                 3              2.7       
                        ---            -----
TOTAL                          227            100.0%      
                        ===            =====

--------------------------------------------------------------------------------

(1)  Based on the principal balance of the mortgage loan or, for any            
multi-property loan, the amount allocated to each individual property.

(2)  For any mortgaged property with respect to which the ground lessee and     
    ground lessor are both parties to the mortgage, the mortgaged property has
  been categorized as a fee simple estate. For any mortgaged property that
 partially consists of a leasehold interest, the encumbered interest has
  been categorized as a fee simple interest if the leasehold interest does
not constitute a material portion of the mortgaged property.          

LOANS WITH                                                                      
ANTICIPATED                                                                     
REPAYMENT DATES     Sixty-seven mortgage loans representing 63.1% of the initial
                pool balance specify an anticipated repayment date. Such
          mortgage loans generally have the following terms:

                  o    a substantial amount of principal will be outstanding
    at the anticipated repayment date;

                o    the loan can be prepaid on or after the anticipated
                  repayment date without payment of any prepayment
premium; and                  

             o    a lockbox must be established on or prior to the
anticipated repayment date.   

                 In addition, loans that are not repaid on the anticipated
repayment date:                         

                   o    accrue interest at a higher rate after the anticipated
repayment date;               

               o    apply all cash flow in excess of certain specified
                        expenses, including principal and interest (calculated
                         at the initial interest rate on the amortized principal
                    balance and the initial amortization schedule) and
                         operating expenses, to amortize the mortgage loan until
paid in full; and             

               o    apply all cash flow to pay accrued excess interest
  after principal is paid in full.

LOANS REPRESENTED                                                               
BY MULTIPLE NOTES   Three of the mortgage loans, representing 11.4% of the      
                    initial pool balance, are secured by mortgages on properties
                which also secure other loans not included in this trust
                  fund. The L'Enfant Plaza property secures three pari passu
            notes. Two of such notes were included in two of the
                  depositor's prior rated securitizations and the third note
                  is included in this trust fund. All three notes secured by
                   the L'Enfant Plaza property will be serviced by First Union
                 National Bank, as servicer, and Lennar Partners, Inc., as
special servicer, under the             

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               pooling and servicing agreement relating to one of such
prior securitizations.                  

                   The 1211 Avenue of the Americas property secures two notes:
                    the note included in this trust fund and another note, which
          was the sole asset of one of the depositor's prior
                 securitizations. Both notes will be primarily serviced by
                   BNY Asset Solutions LLC and specially serviced by ORIX Real
                  Estate Capital Markets, LLC under the terms of a trust and
                    servicing agreement for such other securitization. BNY Asset
                 Solutions LLC, as servicer under such trust and servicing
                   agreement, will be responsible for making all advances with
                   respect to the 1211 Avenue of the Americas loan (as well as
                the related other mortgage loan). The 1211 Avenue of the
                   Americas mortgage loan included in this trust fund is, upon
                default, senior to certain subordinate components of the
             other mortgage loan secured by the 1211 Avenue of the
                  Americas property. The 1211 Avenue of the Americas loan is
               pari passu with the Component A of the Series 2000-1211
                 Securitization. The Certificates backed by such component
               were rated "Aaa" by Moody's Investors Service, Inc. and
                    "AAA" by Fitch. See "Certain Characteristics of the Mortgage
                 Loans--Significant Mortgage Loans--The 1211 Avenue of the
     Americas Loan" in this prospectus supplement.

                  The Crystal Pavilion/Petry Building properties secure four
               pari passu notes. Three of such notes will be initially
                    retained by Credit Suisse First Boston Mortgage Capital LLC.
             The Depositor and Credit Suisse First Boston Mortgage
              Capital LLC will enter into an intercreditor agreement
                    pursuant to which all four notes will be serviced by CapMark
              Services, L.P., as servicer, and specially serviced by
             Lennar Partners, Inc., as special servicer, under the
pooling and servicing agreement.        

CROSSED LOANS AND MULTI-PROPERTY LOANS

                                               NUMBER OF        % OF INITIAL
                                            MORTGAGE            POOL
   TYPE OF MORTGAGE LOAN                      LOANS            BALANCE
-----------------------------------------        ---------        ------------  
All multi-property loans                             7               15.0%      
All crossed loans                                   10               12.0%      
Crossed loans and multi-property loans                                          
which prohibit release of any                      2                2.4%    
related mortgaged property                                                  
Crossed loans and multi-property loans                                          
which permit release of an                        14               20.8%    
individual mortgaged property(1)                                            

----------                                                                      
(1)  Generally, these mortgage loans require (a) a defeasance or prepayment (in 
    an amount equal to a percentage of the related property release amount, as
   described in the succeeding tables entitled "Crossed Loans" and "Mortgage
   Loans Secured by More than One Mortgaged Property") and (b) that the debt
     service coverage ratio with respect to the remaining properties is not less
     than the greater of (i) a specified debt service coverage ratio and/or (ii)
  in most cases, the debt service coverage ratio immediately prior to such
defeasance or prepayment.                                             

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 CROSSED LOANS

                                                        [Enlarge/Download Table]

                                                  CUT-OFF DATE                                
LOAN                                                PRINCIPAL   % OF INITIAL                  
 NO.          LOAN NAME                              BALANCE    POOL BALANCE  RELEASE PRICE(1)
 ---          ---------                              -------    ------------  ----------------
                                                                                              
 1    Selig - 1000 2nd Avenue                      $54,245,305      4.9%           125%       
 2    Selig - 190 Queen Anne Building                8,196,406      0.7            125%       
                                                   -----------      ---                       
           TOTAL                                   $62,441,711      5.6%                      
                                                   ===========      ===                       

 4    IPC Retail-Summary                           $42,422,745      3.8%           125%       
 5    Normandie Village Shopping Center(2)           5,742,385      0.5            125%       
                                                   -----------      ---                       
           TOTAL                                   $48,165,130      4.3%                      
                                                   ===========      ===                       

20    Conroe Assisted Living                        $6,688,281      0.6%           125%       
21    Arlington Assisted Living                      4,718,022      0.4            125%       
22    Temple Assisted Living                         2,904,307      0.3            125%       
                                                   -----------      ---                       
           TOTAL                                   $14,310,610      1.3%                      
                                                   ===========      ===                       

                                                    $5,645,277                     N/A(3)     
35    136 East 76th Street                           1,881,759      0.2            N/A(3)     
36    1385 Boston Post Road                          1,386,559      0.1            N/A(3)     
                                                    ----------      ---                       
           TOTAL                                    $8,913,596      0.8%                      
                                                    ==========      ===                       

           TOTAL................................. $133,831,047     12.0%                      

---------------------------------------                                         

(1)  The release price shown is the percentage of the property release amount   
     that the borrower must prepay or defease, as applicable, in order to obtain
the release of an individual mortgaged property from the lien of the  
related mortgage.                                                     

(2)  The Normandie Village mortgage loan consists of two notes, one of which is 
cross-collateralized and cross-defaulted with the IPC-Retail Summary  
mortgage loan. See "Certain Characteristics of the Mortgage           
   Loans--Significant Mortgage Loans--IPC Retail Portfolio/Normandie Village
Loan."                                                                

(3)  Borrower is not permitted to release any individual property without the   
 consent of the lender,  which may be withheld at the sole discretion of
lender.                                                               

MORTGAGE LOANS SECURED BY MORE THAN ONE MORTGAGED PROPERTY

                                                        [Enlarge/Download Table]

                                                    CUT-OFF DATE                                 
LOAN                                     NUMBER OF    PRINCIPAL    % OF INITIAL                  
 NO.          LOAN NAME                 PROPERTIES     BALANCE     POOL BALANCE  RELEASE PRICE(1)
 ---          ---------                 ----------     -------     ------------  ----------------
                                                                                                 
 4    IPC Retail-Summary                     4       $42,422,745       3.8%           125%       
 7    Crystal Pavilion/Petry Building        2        39,892,258       3.6            125%       
11    Gentry Portfolio-Summary               4        24,972,537       2.2            125%       
14    Conjunctive Points Office and          4        21,437,258       1.9            N/A(2)     
18    Alexandria Real Estate Equities-       2        18,842,309       1.7            125%       
23    Suburban Lodge V-Summary               5        14,244,827       1.3            125%       
67    LawMan Properties Summary              2         4,770,112       0.4            N/A(2)     

           TOTAL.......................     23       $166,582,046     15.0%                      

----------                                                                      

(1)  The release price shown is the percentage of the property release amount   
     that the borrower must prepay or defease, as applicable, in order to obtain
the release of an individual mortgaged property from the lien of the  
related mortgage.                                                     

(2)  The mortgage loan prohibits the release of an individual mortgaged         
property.                                                             

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LOCKBOX TERMS       Seventy-eight mortgage loans, representing 70.2% of the     
               initial pool balance, generally provide that all rents,
                    credit card receipts, accounts receivable payments and other
                    income derived from the related mortgaged properties will be
                paid into one of the following three types of lockboxes,
each of which is described below:       

                    HARD LOCKBOX. Income is paid to a lockbox account controlled
                by the servicer on behalf of the trust fund, except that
                   with respect to multifamily properties, income is collected
                  and deposited in the lockbox account by the manager of the
           mortgaged property and, with respect to hospitality
           properties, cash or "over-the-counter" receipts are
                deposited into the lockbox account by the manager, while
                 credit card receivables will be deposited directly into a
lockbox account;                        

              MODIFIED LOCKBOX. Income is paid to the manager of the
                mortgaged properties, other than multifamily properties,
                    which will deposit all sums collected into a lockbox account
on a regular basis; or                  

                    SPRINGING LOCKBOX. Income is collected by the borrower until
                    the occurrence of a triggering event, following which a hard
              lockbox is put in place. Examples of triggering events
include:                                

                  o    a failure to pay the related mortgage loan in full on
                      or before the related anticipated repayment date; or

                   o    a decline, by more than a specified amount, in the net
                        operating income of the related mortgaged property; or

                o    a failure to meet a specified debt service coverage
                     ratio; or o an event of default under the mortgage.

                    Each mortgage loan that has a lockbox is identified on Annex
                 A. Lockbox accounts will not be assets of the trust fund.
               The mortgage loans provide for such lockbox accounts as
follows:                                

                                       % OF INITIAL        NUMBER OF
                 TYPE OF LOCKBOX          POOL BALANCE      MORTGAGE LOANS
                 ---------------          ------------      --------------
           Hard                         46.0%               28
           Springing                    24.2                50
           None                         29.8               133
                                       -----               ---
           TOTAL                       100.0%              211
                                       =====               ===

PREPAYMENT                                                                      
CHARACTERISTICS OF                                                              
THE MORTGAGE LOANS  Each mortgage loan restricts voluntary prepayments in one or
more of the following ways:             

           o    by prohibiting any voluntary prepayments for a
                     specified period of time after the mortgage loan is
originated;                   

                 o    by requiring that any voluntary principal prepayment
                       made during a specified period of time be accompanied
       by a yield maintenance charge; and/or

                    o    by imposing fees or premiums in connection with full or
                         partial voluntary principal prepayments for a specified
period of time.               

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           The mortgage loans generally provide that principal
prepayments may only be made:           

o    on a due date; or                  

               o    accompanied by interest through the next due date.

            Additional collateral loans may also require partial
                principal prepayments during the related lockout period.

             As of the Cut-off date, 100% of the mortgage loans by
                 initial pool balance were within their respective lockout
                periods, and the weighted average of such lockout and/or
       defeasance periods was 107 months. See "Certain
                Characteristics of the Mortgage Loans--Certain Terms and
                   Conditions of the Mortgage Loans--Prepayment Provisions" in
this Prospectus Supplement.             

DEFEASANCE          One-hundred ninety mortgage loans, representing 93.9% of the
               initial pool balance, permit the borrower to obtain the
                  release of the related mortgaged property, or, in the case
                 of any crossed loan and most of the multi-property loans,
                 one or more of the related mortgaged properties, from the
              lien of the related mortgage(s) upon the pledge to the
                   trustee of certain noncallable U.S. government obligations.
                 The U.S. government obligations must provide for payments
              which equal or exceed scheduled interest and principal
     payments due under the related mortgage note.

ADDITIONAL                                                                      
COLLATERAL LOANS    Eight mortgage loans, representing 8.3% of the initial pool 
                 balance, are also secured by cash reserves or irrevocable
            letters of credit. The additional collateral will be
                  released to the borrower upon satisfaction by the borrower
                    of certain performance related conditions which may include,
                 in some cases, meeting debt service coverage ratio levels
                 and/or satisfying leasing conditions. If these conditions
                    are not satisfied within specified time periods, the related
              reserve or credit enhancement amount may be applied to
            partially prepay the related mortgage loan. The loan
          documents relating to six of these mortgage loans,
                   representing 6.9% of the initial pool balance, also require
                    the payment of a yield maintenance charge in connection with
                    any such partial prepayment. See "Certain Characteristics of
               the Mortgage Loans--Certain Terms and Conditions of the
                  Mortgage Loans--Mortgage Loans which May Require Principal
Paydowns" in this Prospectus Supplement.

RISK FACTORS        See "Risk Factors" immediately following this "Summary of   
               Prospectus Supplement" for a discussion of the material
            risks in connection with the purchase of the offered
certificates.                           

REPORTING                                                                       
REQUIREMENTS        On each distribution date, the trustee will prepare a       
              statement to holders of the certificates and will make
               available or, upon request, forward it to the following
parties:                                

o each certificateholder;               

o the depositor;                        

o each servicer;                        

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o    each special servicer;             

o    each underwriter;                  

o    each rating agency;                

o    Bloomberg, L.P.;                   

o    Trepp Group;                       

o    Charter Research Corporation;      

o    Intex Solutions, Inc.;             

                 o    any other party upon the direction of the depositor;
and                           

             o    if requested in writing, any potential investor.

                   Prior to each distribution date, each servicer will deliver
                to the trustee the servicer reports described in Annex C
              with respect to the mortgage loans for which it is the
                   servicer, which are in the form of the standard information
                  package of the Commercial Mortgage Securities Association.
                   On each distribution date, the trustee will consolidate the
               information in such reports and make available or, upon
               request, forward such reports to the following parties:

o    each certificateholder;            

o    the depositor;                     

o    each underwriter;                  

o    each rating agency; and            

             o    if requested in writing, any potential investor.

                  In addition, each servicer will also make available at its
               offices or via electronic means upon reasonable advance
            written notice and during normal business hours, the
           following items to the extent it has received them:

     o    mortgaged property operating statements;

               o    rent rolls (or maintenance rolls in the event such
property is a cooperative);   

o    retail sales information; and      

   o    mortgaged property inspection reports.

        In addition, the trustee will make copies of all
                   modifications, waivers and amendments of each mortgage loan
                 available at its offices, upon reasonable advance written
notice and during normal business hours.

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                    A current report on Form 8-K will be filed by the depositor,
                   together with the pooling and servicing agreement, with the
                    Securities and Exchange Commission within fifteen days after
            the initial issuance of the offered certificates. If
                mortgage loans are removed from the trust fund after the
            date hereof but prior to the initial issuance of the
                    certificates, the removal will be reflected in the Form 8-K.
                  The Form 8-K will be available to purchasers and potential
                purchasers of the offered certificates. You can obtain a
               copy of the statement to certificateholders and certain
                   other information from the trustee through its home page on
                    the World Wide Web. The website will initially be located at
                www.ctslink.com/cmbs. You can obtain this information by
                    facsimile by calling (301) 815-6610 and requesting that such
           information be faxed to you. Certain property level
             information relating to the loans serviced by CapMark
          Services, L.P. will be available at its website at
www.capmarkservices.com.                

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RISK FACTORS

         The risks and uncertainties described below (in addition to those risks
described in the prospectus under "Risk Factors") summarize the material risks  
in connection with the purchase of the offered certificates. All numerical      
information concerning the mortgage loans is provided on an approximate basis.  

 RISKS RELATED TO THE MORTGAGE LOANS

COMMERCIAL AND                                                                  
MULTIFAMILY                                                                     
LENDING SUBJECTS                                                                
YOUR INVESTMENT                                                                 
TO SPECIAL RISKS    Commercial and multifamily lending is generally thought to  
                  be riskier than single-family residential lending because,
           among other things, larger loans are made to single
 borrowers or groups of related borrowers.

       The mortgage loans are secured by the following
income-producing property types:        

o    office properties;                 

       o    anchored and unanchored retail properties;

o    multifamily properties;            

o    hospitality properties;            

o    industrial properties;             

o    residential cooperative properties;

o    manufactured housing communities;  

o    self-storage facilities; and       

o    assisted living facilities.        

                  There are additional factors in connection with commercial
               and multifamily lending, not present in connection with
                single-family residential lending, which could adversely
                    affect the economic performance of the mortgaged properties.
              Any one of these additional factors, discussed in more
               detail in this prospectus supplement, could result in a
              reduction in the level of cash flow from the mortgaged
                    properties that is required to ensure timely payment on your
certificates.                           

YOUR SOURCE OF                                                                  
REPAYMENT ON YOUR                                                               
CERTIFICATES IS                                                                 
LIMITED TO                                                                      
PAYMENTS UNDER THE                                                              
COMMERCIAL AND                                                                  
MULTIFAMILY                                                                     
MORTGAGE LOANS      Repayment of loans secured by commercial and multifamily    
                 properties typically depends on the cash flow produced by
                   such properties. The ratio of net cash flow to debt service
               of a loan secured by an income-producing property is an
                important measure of the risk of default on such a loan.

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                Payment on each mortgage loan is dependent primarily on:

              o    the net operating income of the related mortgaged
property; and                 

                 o    with respect to balloon loans or mortgage loans with
                       anticipated repayment dates, the sale proceeds of the
                     related mortgaged property, taking into account any
                    adverse effect of a foreclosure proceeding on such
                       sales proceeds, or refinance proceeds of the mortgage
               loan, whether at scheduled maturity or on the
                  anticipated repayment date or, in the event of a
                        default under the mortgage loan, upon the acceleration
of such maturity.             

            In general, if a mortgage loan has a relatively high
            loan-to-value ratio or a relatively low debt service
                   coverage ratio, a foreclosure sale is more likely to result
                 in proceeds insufficient to satisfy the outstanding debt.

YOUR INVESTMENT IS                                                              
NOT INSURED OR                                                                  
GUARANTEED          The mortgage loans will not be an obligation of, or be      
insured or guaranteed by:               

o    any governmental entity;           

o    any private mortgage insurer;      

o    the depositor;                     

o    any mortgage loan seller;          

o    any servicer;                      

o    any special servicer;              

o    the trustee; or                    

o    any of their respective affiliates.

                With respect to certain of the mortgage loans, the trust
             fund will have the benefit of environmental insurance
              policies. See "Certain Characteristics of the Mortgage
                    Loans--Environmental Matters" in this prospectus supplement.
            Except for the mortgage loans secured by cooperative
                  properties and certain other mortgage loans, each mortgage
                loan is a nonrecourse loan. If there is a default, other
                    than a default resulting from voluntary bankruptcy, fraud or
                 willful misconduct, there will generally only be recourse
                  against the specific properties and other assets that have
            been pledged to secure such mortgage loan. Even if a
                mortgage loan provides for recourse to a borrower or its
                 affiliates, it is unlikely the trust fund will ultimately
                  recover any amounts not covered by the mortgaged property.

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THE REPAYMENT OF A                                                              
COMMERCIAL OR                                                                   
MULTIFAMILY                                                                     
MORTGAGE LOAN                                                                   
IS DEPENDENT ON                                                                 
THE CASH FLOW                                                                   
PRODUCED BY THE                                                                 
PROPERTY WHICH CAN                                                              
BE VOLATILE AND                                                                 
INSUFFICIENT TO                                                                 
ALLOW TIMELY                                                                    
PAYMENT ON YOUR                                                                 
CERTIFICATES        Commercial, multifamily and, to a lesser degree, cooperative
                cash flows are volatile and may be insufficient to cover
                   debt service on the related mortgage loan at any given time
                which may cause the value of a property to decline. Cash
   flows and property values generally affect:

o    the ability to cover debt service; 

                  o    the ability to pay a mortgage loan in full with sales
or refinance proceeds; and    

               o    the amount of proceeds recovered upon foreclosure.

              Cash flows and property values depend upon a number of
factors, including:                     

              o    national, regional and local economic conditions;

                   o    local real estate conditions, such as an oversupply of
                  space similar to the related mortgaged property;

                 o    changes or continued weakness in a specific industry
segment;                      

o    the nature of expenses:            

  o    as a percentage of revenue;

                       o    whether expenses are fixed or vary with revenue;
and                 

                     o    the level of required capital expenditures for
                           proper maintenance and improvements demanded by
tenants;            

o    demographic factors;               

                o    changes required by retroactive building or similar
codes;                        

         o    capable management and adequate maintenance;

o    location;                          

                   o    with respect to mortgaged properties with uses subject
                        to significant regulation, changes in applicable laws;

                   o    perceptions by prospective tenants and, if applicable,
                       their customers, of the safety, convenience, services
     and attractiveness of the property;

          o    the age, construction quality and design of a
particular property; and      

                  o    whether the mortgaged property is readily convertible
to alternative uses.          

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PROPERTY MANAGEMENT                                                             
IS IMPORTANT TO THE                                                             
SUCCESSFUL                                                                      
OPERATION OF THE                                                                
MORTGAGED PROPERTY  The successful operation of a real estate project depends in
             part on the performance and viability of the property
                   manager. The property manager is generally responsible for:

            o    operating the properties and providing building
services;                     

                o    establishing and implementing the rental structure;

o    managing operating expenses;       

           o    responding to changes in the local market; and

                  o    advising the borrower with respect to maintenance and
capital improvements.         

              Properties deriving revenues primarily from short-term
            sources, such as hotels, self-storage facilities and
                 assisted living facilities, generally are more management
                intensive than properties leased to creditworthy tenants
under long-term leases.                 

                A good property manager, by controlling costs, providing
           necessary services to tenants and by overseeing and
                 performing maintenance or improvements on the properties,
                 can improve cash flow, reduce vacancy, leasing and repair
             costs and preserve building value. On the other hand,
                    management errors can, in some cases, impair short-term cash
               flow and the long-term viability of an income-producing
property.                               

                  Neither the depositor nor any of the mortgage loan sellers
                   make any representation or warranty as to the skills of any
                   present or future property managers. Furthermore, we cannot
                    assure you that the property managers will be in a financial
              condition to fulfill their management responsibilities
           throughout the terms of their respective management
                    agreements. In addition, certain of the mortgaged properties
                  are managed by affiliates of the applicable borrower. If a
                    mortgage loan is in default or undergoing special servicing,
             this relationship could disrupt the management of the
                  underlying property, which may adversely affect cash flow;
                  however, the mortgage loans generally permit the lender to
                 remove the property manager upon the occurrence of one or
more of the following:                  

o    an event of default;               

            o    a decline in cash flow below a specified level;

                    o    the failure to satisfy some other specified performance
trigger; or                   

             o    a determination by the lender, in its reasonable
                judgment, that the continued management of the
                        mortgaged property by such manager may have an adverse
                         effect on the value of the mortgaged property or on the
                    ability of the borrower to perform its obligations
under the related mortgage.   

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RISKS ASSOCIATED                                                                
WITH OFFICE                                                                     
PROPERTIES          Twenty-five office properties secure 27.7% of the initial   
                  pool balance. A number of factors may adversely affect the
                  value and successful operation of an office property. Some
of these factors include:               

               o    the strength, stability, number and quality of the
tenants;                      

                    o    the physical condition and amenities of the building in
                relation to competing buildings, including the
                 condition of the HVAC system and the building's
            compatibility with current business wiring
requirements;                 

               o    whether the area is a desirable business location,
                   including local labor cost and quality, access to
                transportation, tax environment, including tax
                      benefits, and quality of life issues such as schools
and cultural amenities; and   

  o    the financial condition of the owner.

RISKS ASSOCIATED                                                                
WITH RETAIL                                                                     
PROPERTIES          Thirty-three retail properties secure 21.0% of the initial  
                  pool balance. A number of factors may adversely affect the
                    value and successful operation of a retail property. Some of
these factors include:                  

               o    the strength, stability, number and quality of the
tenants;                      

             o    whether the mortgaged property is in a desirable
location;                     

                    o    the physical condition and amenities of the building in
  relation to competing buildings;

                    o    competition from nontraditional sources such as catalog
                     retailers, home shopping networks, electronic media
                 shopping, telemarketing and outlet centers; and

       o    whether a retail property is "anchored" or
                       "unanchored;" if "anchored," the strength, stability,
                         quality and continuous occupancy of the "anchor" tenant
     are particularly important factors.

                Retail properties that are "anchored" have traditionally
                been perceived as less risky than unanchored properties.
                 While there is no strict definition of an "anchor," it is
               generally understood that a retail "anchor" tenant is a
                  tenant that is proportionately larger in size and is vital
                   in attracting customers to the property. As used herein, an
                 "anchored property" means a mortgaged property in which a
              nationally or regionally recognized tenant or a credit
              tenant occupies a significant portion of the mortgaged
                   property or property adjacent to the mortgaged property, or
                  in which any tenant occupies more than 20,000 square feet.
                  The presence or absence of an "anchor store" in a shopping
                    center is important because anchor stores play a key role in
                 generating customer traffic and making a center desirable
for other tenants.                      

                The failure of one or more specified tenants, such as an
                  anchor tenant, to operate from its premises may give other
                tenants on the property the right to terminate or reduce
rents under their leases.               

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                  The following table describes the mortgaged properties and
           whether or not such mortgaged property is anchored:

                                              NUMBER OF          PERCENTAGE OF
                     ANCHOR STATUS OF         MORTGAGED           INITIAL POOL
                   RETAIL PROPERTY          PROPERTIES             BALANCE
                   ---------------          ----------             -------
                  Anchored                       27                19.5%
                 Unanchored                      6                 1.6
                                                --                ----
                  TOTAL                          33                21.0%
                                                ==                ====

RISKS ASSOCIATED                                                                
WITH MULTIFAMILY                                                                
PROPERTIES AND                                                                  
MANUFACTURED                                                                    
HOUSING COMMUNITIES Twenty-three multifamily properties secure 8.1% of the      
                   initial pool balance. Four manufactured housing communities
                    secure 1.6% of the initial pool balance. A number of factors
                    may adversely affect the value and successful operation of a
                 multifamily property or a manufactured housing community.
Some of these factors include:          

                    o    the number of competing residential developments in the
              local market, including apartment buildings,
                        manufactured housing communities and site-built single
family homes;                 

                    o    the physical condition and amenities of the building in
  relation to competing buildings;

o    the property's reputation;         

               o    applicable state and local regulations designed to
                       protect tenants in connection with evictions and rent
increases;                    

            o    local factory or other large employer closings;

                  o    the level of mortgage interest rates to the extent it
             encourages tenants to purchase housing; and

                    o    compliance and continuance of government housing rental
                  subsidy programs to which a few of the mortgaged
properties are subject.       

RISKS ASSOCIATED                                                                
WITH HOSPITALITY                                                                
PROPERTIES          Fifteen hospitality properties secure 8.5% of the initial   
                  pool balance. A number of factors may adversely affect the
                 value and successful operation of a hospitality property.
Some of these factors include:          

                   o    local, regional and national economic conditions which
                         may limit the amount that can be charged for a room and
reduce occupancy levels;      

                 o    the physical condition and amenities of the hotel in
relation to competing hotels; 

                 o    the financial strength and capabilities of the owner
and operator of the hotel;    

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                 o    travel patterns, which may be affected by changes in
                     energy prices, strikes, relocation of highways, the
                        construction of additional highways and other factors;

o    seasonal nature of occupancy;      

            o    financial strength and public perception of the
                   franchise service mark, if any, and the continued
               existence of the franchise license agreement;

o    competition from other hotels; and 

            o    the continued existence of a liquor license, if
applicable.                   

                  Because hotel rooms generally are rented for short periods
                of time, the financial performance of hotels tends to be
                    affected by adverse economic conditions and competition more
          quickly than other types of commercial properties.

                In the event of a foreclosure of a hospitality property,
                    there are additional risks which could have an effect on the
                    continuing operations and profitability of the property. For
             example, it is unlikely that the trustee, the related
                    servicer, the related special servicer or any purchaser in a
                  foreclosure sale would be entitled to the rights under the
              liquor license for the hospitality property. The party
                 purchasing the property would be required to apply in its
                   own name for such license. There can be no assurance that a
                new liquor license could be obtained or that it could be
                 obtained promptly. In addition, there can be no assurance
              that, in the event of a foreclosure of a mortgage loan
               secured by a hospitality property, the rights under any
                related franchise agreement would be transferable to the
                 trustee, the related servicer, either special servicer or
purchaser of such property.             

RISKS ASSOCIATED                                                                
WITH INDUSTRIAL                                                                 
AND WAREHOUSE                                                                   
PROPERTIES          Fourteen industrial properties secure 9.4% of the initial   
                  pool balance. A number of factors may adversely affect the
                 value and successful operation of an industrial property.
Some of these factors include:          

            o    the quality of major tenants, especially if the
          property is occupied by a single tenant;

                   o    aspects of building site design such as clear heights,
                         column spacing, zoning restrictions, number of bays and
                    bay depths, divisibility, truck turning radius and
      overall functions and accessibility;

                 o    proximity to supply sources, labor and customers and
                       accessibility to rail lines, major roadways and other
distribution channels;        

              o    the ability to adapt the mortgaged property as an
        industry segment develops or declines;

          o    physical condition and amenities of competing
buildings;                    

         o    the ability to quickly replace a tenant; and

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                    o    the expense of converting a previously adapted space to
general use.                  

RISKS ASSOCIATED                                                                
WITH RESIDENTIAL                                                                
COOPERATIVE AND                                                                 
CONDOMINIUM                                                                     
PROPERTIES          Ninety-five residential cooperative properties secure 12.1% 
              of the initial pool balance. A residential cooperative
                    building and the land under the building are owned or leased
                by a non-profit residential cooperative corporation. The
              cooperative owns all the units in the building and all
                 common areas. Its tenants own stock, shares or membership
                    certificates in the corporation. This ownership entitles the
              tenant-stockholders to proprietary leases or occupancy
                   agreements which confer exclusive rights to occupy specific
              units. Generally, the tenant-stockholders make monthly
               maintenance payments which represent their share of the
              cooperative corporation's mortgage loan, real property
                  taxes, maintenance and other expenses, less any income the
                  corporation may receive. These payments are in addition to
  any payments of principal and interest the
               tenant-stockholder may be required to make on any loans
 secured by its shares in the cooperative.

                In certain instances, an apartment building or a portion
               thereof and the land thereunder may be converted to the
                  condominium form of ownership, and thereby be divided into
                    two or more condominium units. Generally, in such instances,
               the non-profit cooperative corporation does not own the
                  entire apartment building and the land under the building,
                but rather owns a single condominium unit that generally
            comprises the residential portions of such apartment
               building. The other condominium units in such apartment
                  building will generally comprise commercial space and will
                generally be owned by persons or entities other than the
                 non-profit cooperative corporation. In instances where an
                apartment building has been converted to the condominium
              form of ownership, certain of the common areas in such
           building may be owned by the non-profit cooperative
                    corporation and other common areas (often including the land
                 under the building) may constitute common elements of the
                 condominium, which common elements are owned in common by
                    the non-profit cooperative corporation and the owners of the
                 other condominium units. Where the apartment building has
                 been submitted to the condominium form of ownership, each
                   condominium unit owner will be directly responsible for the
                  payment of real estate taxes on such owner's unit. Certain
              specified maintenance and other obligations, including
               hazard and liability insurance premiums, may not be the
           direct responsibility of the non-profit cooperative
                corporation but rather will be the responsibility of the
         condominium board of managers. The ability of the
                    condominium board of managers to pay certain expenses of the
          building will be dependent upon the payment by all
                 condominium unit owners of common charges assessed by the
                 condominium board of managers. Two cooperative properties
                 have been converted to the condominium form of ownership.

              A number of factors may adversely affect the value and
               successful operation of a cooperative property. Some of
these factors include:                  

              o    the ability of tenants to remain in a cooperative
                       property after its conversion from a rental property,
                      at below market rents and subject to applicable rent
 control and stabilization laws;

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                  o    the primary dependence of a borrower upon maintenance
                         payments and any rental income from units or commercial
         areas to meet debt service obligations;

            o    the initial concentration of shares relating to
                         occupied rental units of the sponsor, owner or investor
                        after conversion from rental housing, which may result
                         in an inability to meet debt service obligations on the
                      corporation's mortgage loan if the sponsor, owner or
                     investor is unable to make the required maintenance
payments;                     

             o    a borrower may fail to qualify for favorable tax
                       treatment as a "cooperative housing corporation" each
                    year, which may reduce the value of the collateral
         securing the related mortgage loan; and

                  o    upon foreclosure, in the event a cooperative property
                   becomes a rental property, certain units could be
                     subject to rent control, stabilization and tenants'
                      rights laws, at below market rents, which may affect
                     rental income levels and the marketability and sale
             proceeds of the rental property as a whole.

RISKS ASSOCIATED                                                                
WITH EXTENDED STAY                                                              
PROPERTIES          Five hospitality properties that are extended stay          
                    properties secure 1.3% of the initial pool balance. Extended
                    stay facilities generally rent rooms for significant periods
                  of time at lower rates than those charged to overnight and
                  short-term guests. The client base for such facilities may
                  be more limited than for hospitality properties which rent
                   rooms for short periods of time. In addition, the financial
              performance of such facilities tends to be affected by
           adverse economic conditions and other factors which
           adversely affect the economic performance of hotels
generally.                              

RISKS ASSOCIATED                                                                
WITH CERTAIN                                                                    
SPECIAL USE                                                                     
PROPERTY TYPES      Certain mortgage loans are secured by assisted living       
            facilities and self-storage properties. The economic
               performance of each such "special use" property type is
              subject to unique risks, not generally present in more
                 traditional commercial mortgage lending. No such property
            type accounts for more than 1.6% of the initial pool
balance.                                

RELIANCE ON A                                                                   
SINGLE TENANT                                                                   
INCREASES THE                                                                   
RISK THAT CASH                                                                  
FLOW WILL BE                                                                    
INTERRUPTED         Sixteen mortgaged properties securing 8.9% of the initial   
                 pool balance are leased by a single tenant. Reliance on a
                  single tenant may increase the risk that cash flow will be
                 interrupted, which will adversely affect the ability of a
borrower to repay the mortgage loan.    

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LOSSES ON LARGER                                                                
LOANS MAY ADVERSELY                                                             
AFFECT PAYMENT ON                                                               
YOUR CERTIFICATES   Certain of the mortgage loans or groups of                  
             cross-collateralized mortgage loans have cut-off date
                 principal balances that are substantially higher than the
                average cut-off date principal balance. In general, such
                concentrations can result in losses that are more severe
               than would be the case if the aggregate balance of such
             mortgage loans were more evenly distributed among the
                 mortgage loans in the pool. The following chart lists the
                    ten largest mortgage loans or groups of cross-collateralized
mortgage loans.                         

TEN LARGEST MORTGAGE LOANS

                                                  % OF
                                                   INITIAL
                               CUT-OFF DATE       POOL
LOAN NAME                       PRINCIPAL BALANCE   BALANCE 
----------------------------------------  -----------------   -------           

The Selig Loans.........................     $62,441,711        5.6%            
1211 Avenue of the Americas.............      50,000,000        4.5             
IPC Retail Portfolio/Normandie..........      48,165,130        4.3             
Hastings Village........................      44,000,000        4.0             
Crystal Pavilion/Petry Building.........      39,892,258        3.6             
L'Enfant Plaza..........................      36,969,933        3.3             
Claypool Embassy Suites.................      29,847,318        2.7             
BMDC Building...........................      25,306,142        2.3             
Gentry Portfolio........................      24,972,537        2.2             
Amazon.com..............................      22,986,863        2.1             
                               ------------       ----
TOTAL...................................    $384,581,892       34.6%            
                               ============       ====

MORTGAGE LOANS TO                                                               
RELATED BORROWERS                                                               
MAY RESULT IN MORE                                                              
SEVERE LOSSES ON                                                                
YOUR CERTIFICATES   Ten of the mortgage loans, representing 3.0% of the initial 
                   pool balance, were made to borrowers under common ownership
                 and are not cross-collateralized. Mortgage loans with the
                 same borrower or related borrowers pose additional risks.
Some of these risks include:            

                 o    financial difficulty at one mortgaged property could
                 cause the owner to defer maintenance at another
                         mortgaged property in order to satisfy current expenses
                      with respect to the troubled mortgaged property; and

                o    the owner could attempt to avert foreclosure on one
                         mortgaged property by filing a bankruptcy petition that
                        might have the effect of interrupting monthly payments
                         for an indefinite period on all of the related mortgage
loans.                        

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RELATED BORROWER LOANS

                                             CUT-OFF DATE       % OF INITIAL
LOAN NO.        PROPERTY NAME                PRINCIPAL BALANCE    POOL BALANCE  
-------- --------------------------------- -------------------- --------------- 
60       Ridgecrest Terrace Apartments         $5,460,251             0.49%     
61       The Willows Apartments                 5,432,363             0.49      
102      Timber Ridge Apartments                2,564,936             0.23      
108      Casa de Loma Apartments                2,359,436             0.21      
                                        -----------             ----
                                         $15,816,986             1.42%

71       Northridge Village Apartments         $4,279,585             0.38%     
81       Brandon Oaks Apartments                3,383,858             0.30      
                                        -----------             ----
                                          $7,663,442             0.69%

86       Columbia Square Shopping Center       $3,148,736             0.28%     
95       Gart Sports Store                      2,730,895             0.25      
                                        -----------             ----
                                          $5,879,631             0.53%

112      Comfort Inn Archdale                  $2,248,237             0.20%     
122      Comfort Inn, Darien                    1,988,440             0.18      
                                        -----------             ----
                                          $4,236,677             0.38%

    Total                                $33,596,736             3.02%
                                        ===========             ====

ENFORCEABILITY OF                                                               
CROSS-COLLATERALIZED                                                            
AND CROSS-DEFAULTED                                                             
MORTGAGE LOANS                                                                  
MAY BE CHALLENGED   Ten of the mortgage loans, representing 12.0% of the initial
                  pool balance, are cross-collateralized and cross-defaulted
             with other mortgage loans in the mortgage pool. These
                  arrangements attempt to reduce the risk that one mortgaged
                    property may not generate enough net operating income to pay
debt service.                           

                    Cross-collateralization arrangements involving more than one
                   borrower could be challenged as a fraudulent conveyance if:

              o    one of the borrowers were to become a debtor in a
                         bankruptcy case, or were to become subject to an action
                   brought by one or more of its creditors outside a
bankruptcy case;              

                o    such borrower did not receive fair consideration or
                      reasonably equivalent value in exchange for allowing
              its mortgaged property to be encumbered; and

                o    at the time the lien was granted, the borrower was:

o    insolvent;               

   o    inadequately capitalized; or

o    unable to pay its debts. 

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A BORROWER'S OTHER                                                              
LOANS MAY REDUCE THE                                                            
CASH FLOW AVAILABLE                                                             
TO OPERATE AND                                                                  
MAINTAIN THE                                                                    
MORTGAGED PROPERTY                                                              
OR INTERFERE WITH                                                               
LENDER'S RIGHTS                                                                 
UNDER THE MORTGAGE                                                              
LOANS WHICH MAY                                                                 
ADVERSELY AFFECT                                                                
PAYMENTS ON YOUR                                                                
CERTIFICATES        Other than as described in the succeeding paragraphs, the   
                  mortgage loans generally prohibit borrowers from incurring
                    any additional debt that is secured by the related mortgaged
             property. However, subject, in most cases, to certain
                    limitations relating to maximum amounts, borrowers generally
                   may incur trade and operational debt in connection with the
                   ordinary operation and maintenance of the related mortgaged
                property. In addition, the National Consumer Cooperative
                   Bank mortgage loans permit additional debt which is limited
                  in amount (as explained below) but is not restricted as to
                    use. Such debt is generally limited to amounts not to exceed
$250,000.                               

The existence of such other debt could: 

            o    adversely affect the financial viability of the
                      borrowers by reducing the cash flow available to the
                 borrowers to operate and maintain the mortgaged
property;                     

                    o    adversely affect the security interest of the lender in
                     the equipment or other assets acquired through such
financings;                   

   o    complicate bankruptcy proceedings; and

         o    delay foreclosure on the mortgaged property.

                    The borrowers under 27 mortgage loans secured by residential
              cooperatives, which collectively represent 5.6% of the
                   initial pool balance, have granted subordinate liens on the
              properties related to such loans to secure subordinate
              indebtedness on such properties. With respect to these
                  mortgage loans, no subordination and standstill agreements
            have been executed and the holder of the subordinate
                mortgage may foreclose on the related mortgaged property
                    upon the occurrence of an event of default under the related
               subordinated mortgage. If the holder of the subordinate
                  mortgage did foreclose, it would take title to the related
                    mortgaged property subject to the trust fund's priority lien
thereon.                                

                 The borrowers under 20 other mortgage loans (all of which
                 are secured by residential cooperative properties), which
                    collectively represent 2.9% of the initial pool balance, are
                also permitted to incur a limited amount of indebtedness
            secured by the related mortgaged properties. It is a
         condition to the incurrence of any future secured
                  subordinate indebtedness on these mortgage loans that: (i)
                   the aggregate LTV of such loans be below certain thresholds
          (generally 50% calculated on a loan-to-value ratio
      cooperative basis (as described under "Certain
                  Characteristics of the Mortgage Loans--Additional Mortgage
                  Loan Information"); and (ii) that subordination agreements
                    be put in place between the trustee and the related lenders.
                 With respect to the mortgage loans secured by cooperative
               properties, the pooling and servicing agreement permits
              National Consumer Cooperative Bank to grant consent to
               additional subordinate financing secured by the related
                    cooperative property, subject to the satisfaction of certain
conditions set                          

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               forth therein, including the condition that the maximum
                    combined loan to value ratio on a cooperative basis does not
               exceed an amount specified in the pooling and servicing
agreement on a loan-by-loan basis.      

A MEZZANINE LOAN TO                                                             
A BORROWER OR                                                                   
BORROWER'S PARENT                                                               
OR A PREFERRED                                                                  
EQUITY FINANCING                                                                
RELATED TO A                                                                    
BORROWER MAY                                                                    
ADVERSELY AFFECT                                                                
PAYMENTS ON YOUR                                                                
CERTIFICATES        The borrowers under two mortgage loans, representing 9.20%  
                 of the initial pool balance (the two cross-collateralized
                mortgage loans known as the Selig loans and the mortgage
                 loan known as Crystal Pavilion/Petry Building loan), have
                    informed the related mortgage loan seller that the equity in
                 such borrowers has been pledged to secure mezzanine loans
                  from lenders not affiliated with any mortgage loan seller.
    See "Certain Characteristics of the Mortgage
               Loans--Significant Mortgage Loans--The Selig Loans" and
            "--The Crystal Pavilion/Petry Building Loan" in this
                   prospectus supplement. In addition, the borrowers under the
              mortgage loans which are known as the Selig Loans have
                informed the related mortgage loan seller that the above
                    mentioned mezzanine debt is also secured by equity interests
                   in collateral not securing any mortgage loans in this trust
fund.                                   

                    In addition, Credit Suisse First Boston Mortgage Capital LLC
               is the lender under two separate mezzanine loans to the
                   parent of the respective borrowers under the mortgage loans
                   known as L'Enfant Plaza, which has a Cut-off date principal
                 balance of $36,969,933 and represents 3.3% of the initial
                pool balance, and Briarwood Hill Apartments, which has a
                   Cut-off date principal balance of $8,670,771 and represents
                    0.8% of the initial pool balance. Credit Suisse First Boston
                   Mortgage Capital LLC also holds a preferred equity interest
                    in the borrower under the L'Enfant Loan. Credit Suisse First
                   Boston Mortgage Capital LLC is currently in negotiations to
                    sell the mezzanine loan and preferred equity interest in the
                  L'Enfant borrower. Such sale is subject to the approval of
                  the servicer of the Depositor's 1998-C2 securitization and
                   of Fitch and Moody's Investors Service. No assurance can be
     given that such sale will occur. See "Certain
                   Characteristics of the Mortgage Loans--Significant Mortgage
                Loans--The L'Enfant Loan" in this prospectus supplement.

                 Upon a default under a mezzanine loan, the mezzanine loan
                    lender would be entitled to foreclose upon the equity in the
                  related borrower, which has been pledged to secure payment
                 of such mezzanine loan. Such transfer of equity would not
                   trigger the "due on sale" clause under the related mortgage
               loan, as described herein. If the mezzanine loan lender
                   attempts to foreclose upon such pledged equity, the obligor
            may file for bankruptcy. A mezzanine loan may not be
                transferred to another entity without the consent of the
                  applicable servicer and the rating agencies or unless such
              entity satisfies certain requirements set forth in the
pooling and servicing agreement.        

                   No mezzanine loan lender has a lien on, or has the power to
                  foreclose on, any of the mortgaged properties or on any of
                the escrow accounts, lockbox accounts or cash collateral
                  accounts established under the related mortgage loans. The
           mezzanine loan lender's only remedy in the event of
            non-payment is to foreclose upon the equity and cash

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              collateral accounts pledged to it and to terminate the
related property manager.               

                    A preferred equity holder may be entitled to receive certain
                    preferred distributions prior to distributions being made to
                    the other partners or members from funds remaining after all
                    required monthly debt service payments, reserve payments and
                    other payments under the related mortgage loan are made, any
                   obligations to other creditors have been satisfied when due
              and all monthly operating expenses with respect to the
  related mortgaged property have been paid.

                  Additionally, a preferred equity holder may be entitled to
            (i) terminate and replace the manager of the related
                   mortgaged property or properties (or the managing member or
               general partner of the borrower) upon the occurrence of
                 certain specified breaches or, in some cases, if the debt
                  service coverage ratio falls below certain levels and (ii)
                    approve various significant decisions made by the borrowers.

THE OPERATION OF                                                                
THE MORTGAGED                                                                   
PROPERTY UPON                                                                   
FORECLOSURE OF THE                                                              
MORTGAGE LOAN MAY                                                               
AFFECT THE TAX                                                                  
STATUS OF THE TRUST                                                             
FUND AND ADVERSELY                                                              
AFFECT THE                                                                      
CERTIFICATES        If the trust fund were to acquire a mortgaged property      
                  pursuant to a foreclosure or delivery of a deed in lieu of
                   foreclosure, the related special servicer would be required
                 to retain an independent contractor to operate and manage
                   the mortgaged property. Among other things, the independent
                 contractor would not be permitted to perform construction
               work on the mortgaged property unless that construction
                  generally was at least 10% complete at the time default on
               the mortgage loan became imminent. In addition, any net
                   income from such property other than qualifying "rents from
                    real property" would subject the lower-tier REMIC to federal
             and possibly state or local tax on such income at the
                    highest marginal federal corporate tax rate (currently 35%),
                   thereby reducing net proceeds available for distribution to
               certificateholders. "Rents from real property" does not
               include any rental income based on the net profits of a
              tenant or sub-tenant or allocable to a service that is
              non-customary in the area and for the type of building
involved.                               

GEOGRAPHIC                                                                      
CONCENTRATION OF                                                                
THE MORTGAGED                                                                   
PROPERTIES MAY                                                                  
ADVERSELY AFFECT                                                                
PAYMENT ON YOUR                                                                 
CERTIFICATES        The concentration of mortgaged properties in a specific     
                state or region will make the performance of the pool of
                   mortgage loans, as a whole, more sensitive to the following
                  factors in the state or region where the borrowers and the
mortgaged properties are concentrated:  

              o    economic conditions, including real estate market
conditions;                   

               o    changes in governmental rules and fiscal policies;

                   o    acts of God, which may result in uninsured losses; and

              o    other factors which are beyond the control of the
borrowers.                    

                 The mortgaged properties are located in 31 states and the
                   District of Columbia. The table below sets forth the states
          in which a significant percentage of the mortgaged
   properties are located. Except as set forth
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                below, no state contains more than 5.0%, by Cut-off date
                    principal balance of allocated loan amount, of the mortgaged
properties.                             

 SIGNIFICANT GEOGRAPHIC CONCENTRATIONS OF MORTGAGED PROPERTIES

                                                       NUMBER OF
                                  % OF INITIAL POOL    MORTGAGED
              STATE                     BALANCE         PROPERTIES
              -----                     -------         ----------
     New York                         24.3%            100
     California                       12.7              17
     Washington                        8.9               6
     Texas                             6.6              18
     Massachusetts                     5.5               6
     Florida                           5.0              12

SOME REMEDIES MAY                                                               
NOT BE AVAILABLE                                                                
FOLLOWING A                                                                     
MORTGAGE LOAN                                                                   
DEFAULT             The mortgage loans contain "due-on-sale" and "due-on-       
                    encumbrance" clauses which permit the holder of the mortgage
                   loan to accelerate the maturity of the mortgage loan if the
                  related borrower sells or otherwise transfers or encumbers
             the related mortgaged property or its interest in the
           mortgaged property in violation of the terms of the
          mortgage. All of the mortgage loans also include a
             debt-acceleration clause, which permits the lender to
                   accelerate the debt upon specified monetary or non-monetary
               defaults of the borrower. The courts of all states will
                    enforce clauses providing for acceleration in the event of a
               material payment default. The equity courts of a state,
              however, may refuse the foreclosure or other sale of a
                  mortgaged property or refuse to permit the acceleration of
              the indebtedness as a result of a default deemed to be
               immaterial or if the exercise of such remedies would be
                   inequitable or unjust or the circumstances would render the
acceleration unconscionable.            

                 Each of the mortgage loans is secured by an assignment of
                   leases and rents from the borrower, which assignment may be
                contained within the mortgage document. However, in many
                   cases, the borrower generally may collect rents for so long
                    as there is no default. As a result, the trust fund's rights
to such rents will be limited because:  

             o    the trust fund may not have a perfected security
                 interest in the rent payments until the related
servicer collects them;       

                    o    the related servicer may not be entitled to collect the
         rent payments without court action; and

                   o    the bankruptcy of the related borrower could limit the
                  related servicer's ability to collect the rents.

ENVIRONMENTAL LAWS                                                              
MAY ADVERSELY                                                                   
AFFECT MORTGAGED                                                                
PROPERTY CASH FLOW  Under various federal and state laws, a current or previous 
                owner or operator of real property may be liable for the
                  costs of cleanup of environmental contamination on, under,
                  at, or emanating from the property. Such laws often impose
                  liability whether or not the owner or operator knew of, or
 was responsible for, the presence of such

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                contamination. The costs of any required cleanup and the
                   owner's liability for these costs are generally not limited
                   under these laws and could exceed the value of the property
                    and/or the aggregate assets of the owner. Contamination of a
                  property may give rise to a lien on the property to assure
                 the costs of cleanup. Such an environmental lien may have
                    priority over the lien of an existing mortgage. In addition,
             the presence of hazardous or toxic substances, or the
                    failure to properly clean up contamination on such property,
             may adversely affect the owner's or operator's future
ability to refinance the property.      

                   Certain environmental laws impose liability for releases of
                    asbestos into the air, and govern the responsibility for the
                    removal, encapsulation or disturbance of asbestos containing
                 materials ("ACMs") when the ACMs are in poor condition or
         when a property with ACMs undergoes renovation or
                demolition. Certain laws impose liability for lead-based
                paint, lead in drinking water, elevated radon gas inside
           buildings, and releases of polychlorinated biphenyl
                compounds ("PCBs"). Third parties may also seek recovery
              from owners or operators of real property for personal
                 injury associated with exposure to asbestos, lead, radon,
and PCBs.                               

                 As described herein under "Certain Characteristics of the
                  Mortgage Loans--CSFB Underwriting Standards--Environmental
Assessments," "--MSDWMC Underwriting    
         Standards--Environmental Assessments" and "--NCCB
              Underwriting Standards--Environmental Assessments," no
                 assessment, study or updated database search revealed any
                  environmental condition or circumstance that the depositor
                    believes will have a material adverse impact on the value of
                the related mortgaged property or the related borrower's
        ability to pay its debt. It is possible that the
         environmental site assessments did not reveal all
            environmental liabilities or that there are material
                    environmental liabilities of which neither the mortgage loan
                sellers nor the depositor are aware. It is also possible
                    that the environmental condition of the mortgaged properties
                    in the future could be affected by tenants, occupants, or by
                 third parties unrelated to the borrowers. There can be no
                 assurance that any such environmental conditions will not
                   have a material adverse effect on the value or cash flow of
                   the related mortgaged property. With respect to nine of the
                 mortgaged properties (which represent 7.1% of the initial
             pool balance), the lender and/or the related borrower
                obtained an insurance policy against losses and expenses
                    relating to certain environmental contamination or potential
            contamination which was identified on such mortgaged
                    properties or in lieu of performing a Phase II environmental
          assessment where one was recommended. See "Certain
            Characteristics of the Mortgage Loans--Environmental
Matters" in this prospectus supplement. 

                The borrowers generally agreed to establish and maintain
               operations and maintenance programs, abatement programs
        and/or environmental reserves in cases where the
environmental assessments revealed:     

                o    the existence of material amounts of friable and/or
non-friable asbestos;         

                    o    underground storage tanks that needed to be replaced or
removed;                      

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           o    lead-based paint at certain of the multifamily
residential properties; or    

                   o    other adverse environmental conditions, including PCBs
                         in equipment, elevated radon levels or contamination of
soil and/or groundwater.      

ONE ACTION RULES                                                                
MAY LIMIT REMEDIES  Several states, including California, have laws that        
             prohibit more than one "judicial action" to enforce a
                    mortgage obligation, and some courts have construed the term
              "judicial action" broadly. Accordingly, the applicable
                special servicer is required to obtain advice of counsel
                   prior to enforcing any of the trust fund's rights under any
               of the mortgage loans that include mortgaged properties
                   where the rule could be applicable. In the case of either a
                   cross-collateralized and cross-defaulted mortgage loan or a
          multi-property loan, which is secured by mortgaged
             properties located in multiple states, the applicable
              special servicer may be required to foreclose first on
                  properties located in states where such "one action" rules
               apply, and where non-judicial foreclosure is permitted,
                before foreclosing on properties located in states where
            judicial foreclosure is the only permitted method of
foreclosure.                            

APPRAISALS AND                                                                  
MARKET STUDIES MAY                                                              
INACCURATELY                                                                    
REFLECT THE VALUE                                                               
OF THE MORTGAGED                                                                
PROPERTIES          In connection with the origination of each of the mortgage  
                 loans, the related mortgaged property was appraised by an
independent appraiser.                  

                 In general, appraisals are not guarantees, and may not be
       indicative, of present or future value because:

           o    they represent the analysis and opinion of the
                   appraiser at the time the appraisal is conducted;

                   o    there can be no assurance that another appraiser would
                         not have arrived at a different valuation, even if such
                      appraiser used the same general approach to, and the
                        same method of, appraising the mortgaged property; and

                o    appraisals seek to establish the amount a typically
                        motivated buyer would pay a typically motivated seller
                       and therefore, could be significantly higher than the
                       amount obtained from the sale of a mortgaged property
       under a distress or liquidation sale.

PROPERTY MANAGERS                                                               
AND BORROWERS MAY                                                               
EACH EXPERIENCE                                                                 
CONFLICTS OF                                                                    
INTEREST IN                                                                     
MANAGING MULTIPLE                                                               
PROPERTIES          Each of the managers of the mortgaged properties and the    
             borrowers may experience conflicts of interest in the
               management and/or ownership of such properties because:

                 o    a substantial number of the mortgaged properties are
                  managed by property managers affiliated with the
respective borrowers;         

               o    these property managers also may manage additional
                        properties, including properties that may compete with
the mortgaged properties; and 

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                    o    affiliates of the managers and/or the borrowers, or the
                        managers and/or the borrowers themselves, also may own
                   other properties, including competing properties.

SERVICERS AND                                                                   
SPECIAL SERVICERS                                                               
MAY EXPERIENCE                                                                  
CONFLICTS OF                                                                    
INTEREST            The servicers and special servicers will service loans other
                    than those included in the trust fund in the ordinary course
                   of their businesses. These loans may include mortgage loans
              similar to the mortgage loans in the trust fund. These
                  mortgage loans and the related mortgaged properties may be
               in the same markets as, or have owners, obligors and/or
                 property managers in common with, certain of the mortgage
              loans and the mortgaged properties. In such cases, the
           interests of the servicers or special servicers, as
               applicable, and their other clients may differ from and
             compete with the interests of the trust fund and such
                activities may adversely affect the amount and timing of
                collections on the mortgage loans. Under the pooling and
                    servicing agreement, each servicer and each special servicer
                   is required to service the mortgage loans that each of them
               services in the same manner, and with the same care, as
                 similar mortgage loans for their own portfolio or for the
portfolios of third parties.            

LEASEHOLD INTERESTS                                                             
ARE SUBJECT TO                                                                  
TERMS OF THE GROUND                                                             
LEASE               Three of the mortgage loans, representing 2.7% of the       
                initial pool balance, are primarily secured by leasehold
                    interests with respect to which the related owner of the fee
                    estate has not mortgaged such fee estate as security for the
                  related mortgage loan. For the purposes of this prospectus
                    supplement, for any mortgaged property with respect to which
                   the ground lessee and ground lessor are both parties to the
                  mortgage, the mortgaged property has been categorized as a
                    fee simple estate. For any mortgaged property that partially
                 consists of a leasehold interest, the encumbered interest
            has been categorized as a fee simple interest if the
                    leasehold interest does not constitute a material portion of
the mortgaged property.                 

                  Upon the bankruptcy of a lessor or a lessee under a ground
             lease, the debtor entity has the right to continue or
                 terminate the ground lease. Pursuant to section 365(h) of
                 the federal bankruptcy code, a ground lessee whose ground
                   lease is terminated by a debtor ground lessor has the right
                to remain in possession of its leased premises under the
                    rent reserved in the lease for the term of the ground lease,
                  including any renewals, but is not entitled to enforce the
               obligation of the ground lessor to provide any services
                   required under the ground lease. In the event of concurrent
                  bankruptcy proceedings involving the ground lessor and the
          ground lessee/ borrower, the ground lease could be
terminated.                             

CHANGES IN ZONING                                                               
LAWS MAY AFFECT                                                                 
ABILITY TO REPAIR                                                               
OR RESTORE                                                                      
MORTGAGED PROPERTY  Due to changes in applicable building and zoning ordinances 
               and codes affecting certain of the mortgaged properties
                  which have come into effect after the construction of such
               properties, certain mortgaged properties may not comply
  fully with current zoning laws because of:

o    density;                           

o    use;                               

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o    parking;                           

o    set-back requirements; or          

o    other building related conditions. 

                   Such changes will not interfere with the current use of the
               mortgaged property. However, such changes may limit the
                   ability of the related borrower to rebuild the premises "as
                 is" in the event of a substantial casualty loss which may
                adversely affect the ability of the borrower to meet its
                mortgage loan obligations from cash flow. Generally, all
               mortgaged properties which no longer conform to current
             zoning ordinances and codes, other than the mortgaged
              properties securing National Consumer Cooperative Bank
                 mortgage loans, require the borrower to maintain "law and
                   ordinance" coverage which will insure the increased cost of
                 construction to comply with current zoning ordinances and
                  codes. Insurance proceeds may not be sufficient to pay off
                 such mortgage loan in full. In addition, if the mortgaged
                   property were to be repaired or restored in conformity with
                    then current law, its value could be less than the remaining
                    balance on the mortgage loan and it may produce less revenue
than before such repair or restoration. 

ENGINEERING REPORTS                                                             
MAY NOT DISCOVER                                                                
ALL REQUIRED                                                                    
REPAIRS AND                                                                     
REPLACEMENTS        Substantially all of the mortgaged properties, by aggregate 
                 principal balance, were inspected by engineering firms at
                  the time the mortgage loans were originated or acquired to
evaluate:                               

o    structure;                         

o    exterior walls;                    

o    roofing;                           

o    interior construction;             

o    mechanical and electrical systems; 

o    general condition of the site; and 

            o    buildings and other improvements located on the
mortgaged properties.         

               There can be no assurance that all conditions requiring
          repair or replacement have been identified in such
inspections.                            

COMPLIANCE WITH                                                                 
AMERICANS WITH                                                                  
DISABILITIES ACT                                                                
MAY RESULT IN                                                                   
ADDITIONAL COSTS                                                                

              Under the Americans with Disabilities Act of 1990, all
                  public accommodations are required to meet certain federal
                   requirements related to access and use by disabled persons.
                   To the extent a mortgaged property does not comply with the
            Americans with Disabilities Act of 1990, the related
                   borrower may be required to incur costs to comply with such
           law. In addition, noncompliance could result in the
                    imposition of fines by the federal government or an award of
damages to private litigants.           

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LITIGATION MAY                                                                  
AFFECT THE TIMING                                                               
AND/OR PAYMENT ON                                                               
YOUR CERTIFICATES   There may be legal proceedings pending and, from time to    
             time, threatened against a borrower or its affiliates
              arising out of the ordinary course of business of such
                   borrower and its affiliates. There can be no assurance that
                  such litigation will not have a material adverse effect on
the distributions to certificateholders.

               The Depositor is aware that there is ongoing litigation
              concerning certain of the mortgage loans. See "Certain
                   Characteristics of the Mortgage Loans--Significant Mortgage
          Loans--the L'Enfant Loan" and "--Certain Terms and
      Conditions of the Mortgage Loans--Litigation."

POTENTIAL DEFAULTS                                                              
UNDER CERTAIN                                                                   
MORTGAGE LOANS MAY                                                              
AFFECT THE TIMING                                                               
AND/OR PAYMENT ON                                                               
YOUR CERTIFICATES   Any defaults that may occur under the mortgage loans may    
                    result in shortfalls in the payments on such mortgage loans.
                Even if such defaults are non-monetary, the Servicer may
                  still accelerate the maturity of the related mortgage loan
            which could result in an acceleration of payments to
               Certificateholders. The Depositor is aware of potential
                defaults with respect to the L'Enfant mortgage loan. See
                   "Certain Characteristics of the Mortgage Loans--Significant
Mortgage Loans--The L'Enfant Loan."     

CERTAIN LOANS MAY                                                               
REQUIRE PRINCIPAL                                                               
PAYDOWNS WHICH MAY                                                              
REDUCE THE YIELD ON                                                             
YOUR CERTIFICATES   Eight of the mortgage loans, representing 8.3% of the       
                 initial pool balance, may require the related borrower to
                  make partial prepayments if certain conditions, including,
               in certain cases, meeting certain debt service coverage
                 ratios and/or satisfying certain leasing conditions, have
                  not been satisfied. The required prepayment may need to be
                    made even though the mortgage loan is in its lockout period.
               With respect to prepayments on such mortgage loans, the
                  holders of any class of offered certificates receiving any
                  such required prepayment will be entitled to receive, only
                 from amounts actually paid by the borrower to the related
           servicer and not from assets of the trust fund, any
               prepayment premium or yield maintenance charge payments
                    required by the loan documents. See "Certain Characteristics
                  of the Mortgage Loans--Certain Terms and Conditions of the
                  Mortgage Loans--Mortgage Loans which May Require Principal
Paydowns."                              

 RISKS RELATED TO THE OFFERED CERTIFICATES

THE TRUST FUND'S                                                                
ASSETS MAY BE                                                                   
INSUFFICIENT TO                                                                 
ALLOW FOR                                                                       
REPAYMENT IN FULL                                                               
ON YOUR                                                                         
CERTIFICATES        If the assets of the trust fund are insufficient to make    
                  payments on the offered certificates, no other assets will
   be available for payment of the deficiency.

PREPAYMENTS AND                                                                 
DEFAULTS MAY REDUCE                                                             
THE YIELD ON YOUR                                                               
CERTIFICATES        The yield to maturity on each class of certificates will    
depend in part on the following:        

     o    the purchase price for the certificates;

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             o    the rate and timing of voluntary and involuntary
                   principal prepayments (including repurchases by a
                      mortgage loan seller for breaches of representations
and warranties);              

             o    the rate and timing of delinquencies and losses;

                o    interest shortfalls resulting from prepayments; and

              o    the receipt and allocation of prepayment premiums
   and/or yield maintenance charges.

                  The investment performance of the offered certificates may
             be materially different from what you expected if the
               assumptions you make with respect to the factors listed
above are incorrect.                    

               In general, if you purchase an offered certificate at a
               premium and principal distributions on the certificate,
                   including voluntary and involuntary prepayments, occur at a
                 rate faster than you anticipated at the time of purchase,
                    and even if prepayment premiums or yield maintenance charges
                 are collected, your actual yield to maturity may be lower
           than the yield you assumed at the time of purchase.
               Conversely, if you purchase an offered certificate at a
                discount and principal distributions on the certificate,
                   including voluntary and involuntary prepayments, occur at a
                  rate slower than that you assumed at the time of purchase,
                 your actual yield to maturity may be lower than the yield
you assumed at the time of purchase.    

          In general, borrowers are less likely to prepay if
                    prevailing interest rates are at or above the rates borne by
                  such mortgage loans. On the other hand, borrowers are more
               likely to prepay if prevailing rates fall significantly
                 below the interest rates of the mortgage loans. Borrowers
             are less likely to prepay mortgage loans with lockout
                   periods, prepayment premium provisions or yield maintenance
                    charge provisions, to the extent enforceable, than otherwise
              identical mortgage loans without such provisions, with
                    shorter lockout periods or with lower prepayment premiums or
            yield maintenance charges. The servicers will not be
            required to advance any prepayment premiums or yield
maintenance charges.                    

              Delinquencies on the mortgage loans, if the delinquent
             amounts are not advanced, may result in shortfalls in
                 distributions of interest and/or principal to the offered
             certificates for the current month. Any late payments
               received on or in respect of the mortgage loans will be
                   distributed to the certificates in the priorities described
              more fully herein, but no interest will accrue on such
           shortfall during the period of time such payment is
            delinquent. Even if losses on the mortgage loans are
                allocated to a particular class of offered certificates,
                  such losses may affect the weighted average life and yield
                   to maturity of other classes of certificates. Losses on the
                    mortgage loans, to the extent not allocated to such class of
               offered certificates, may result in a higher percentage
                    ownership interest evidenced by such certificates than would
                otherwise have resulted absent such loss. The consequent
                    effect on the weighted average life and yield to maturity of
     the offered certificates will depend upon the
        characteristics of the remaining mortgage loans.

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         Provisions requiring prepayment premiums or yield
                 maintenance charges may not be enforceable in some states
            and under federal bankruptcy law, and may constitute
                  interest for usury purposes. Accordingly, no assurance can
                   be given that the obligation to pay a prepayment premium or
             a yield maintenance charge will be enforceable or, if
          enforceable, that the foreclosure proceeds will be
          sufficient to pay such prepayment premium or yield
                 maintenance charge. Additionally, although the collateral
             substitution provisions related to defeasance are not
              intended to be, and do not have the same effect on the
            certificateholders as, a prepayment, there can be no
                  assurance that a court would not interpret such provisions
              as requiring a prepayment premium or yield maintenance
           charge which may be unenforceable or usurious under
applicable law.                         

EACH SERVICER'S                                                                 
RIGHT TO RECEIVE                                                                
INTEREST ON                                                                     
ADVANCES MAY RESULT                                                             
IN ADDITIONAL                                                                   
LOSSES TO THE                                                                   
TRUST FUND          Each servicer or the trustee, as applicable, will be        
                 entitled to receive interest on unreimbursed advances and
           unreimbursed servicing expenses. This interest will
                   generally accrue from the date on which the related advance
                   is made or the related expense is incurred through the date
               of reimbursement. The right to receive such payments of
                 interest is senior to the rights of certificateholders to
              receive distributions on the offered certificates and,
                 consequently, may result in losses being allocated to the
                    offered certificates that would not have resulted absent the
accrual of such interest.               

IF THE SERVICERS                                                                
OR SPECIAL                                                                      
SERVICERS PURCHASE                                                              
CERTIFICATES, A                                                                 
CONFLICT OF                                                                     
INTEREST COULD                                                                  
ARISE BETWEEN THEIR                                                             
DUTIES AND THEIR                                                                
INTERESTS IN THE                                                                
CERTIFICATES        The servicers or special servicers or an affiliate thereof  
                 may purchase any class of certificates. It is anticipated
                  that one or more of the special servicers may purchase all
               or a portion of the Class G, Class H, Class J, Class K,
                 Class L, Class M and Class N Certificates. However, there
           can be no assurance that any special servicer or an
           affiliate of any special servicer will purchase any
                   certificates. The purchase of certificates by a servicer or
                  special servicer could cause a conflict between its duties
               pursuant to the pooling and servicing agreement and its
                interest as a holder of a certificate, especially to the
    extent that certain actions or events have a
         disproportionate effect on one or more classes of
              certificates. However, under the pooling and servicing
             agreement, each servicer and each special servicer is
                required to service the mortgage loans that each of them
               services in the same manner, and with the same care, as
                 similar mortgage loans for their own portfolio or for the
portfolios of third parties.            

SPECIAL SERVICERS                                                               
MAY BE REMOVED BY                                                               
CERTAIN INVESTORS                                                               
WITHOUT CAUSE       Except with respect to the 1211 Avenue of the Americas loan 
                 and the L'Enfant Plaza loan, the holders of a majority of
                    the percentage interests of the controlling class (initially
          a portion of which may be purchased by the special
                   servicers) will be entitled, at their option, to remove any
                  special servicer, other than National Consumer Cooperative
                    Bank, with or without cause, and appoint a successor special
                  servicer chosen by such holders without the consent of the
             holders of any other certificates, the trustee or the
                   related servicer, provided that each rating agency confirms
in writing that such removal            

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            and appointment, in and of itself, would not cause a
                  downgrade, qualification or withdrawal of the then current
                  ratings assigned to any class of certificates and provided
             that such holders pay the expense of such removal and
                    appointment. Notwithstanding the foregoing, at any time when
                 Lennar Partners, Inc., is the holder of a majority of the
             percentage interests of the controlling class, Lennar
                    Partners, Inc. may remove National Consumer Cooperative Bank
  as special servicer with or without cause.

BOOK-ENTRY                                                                      
REGISTRATION OF                                                                 
THE CERTIFICATES                                                                
MAY REQUIRE YOU                                                                 
TO EXERCISE YOUR                                                                
RIGHTS THROUGH DTC  Each class of offered certificates initially will be        
                 represented by one or more certificates registered in the
                   name of Cede & Co., as the nominee for The Depository Trust
              Company, generally referred to as DTC, and will not be
                   registered in the names of the related beneficial owners of
               certificates or their nominees. As a result, unless and
                   until definitive certificates are issued, beneficial owners
         of offered certificates will not be recognized as
                   "certificateholders" for certain purposes. Therefore, until
                you are recognized as a "certificateholder," you will be
                   able to exercise the rights of holders of certificates only
                    indirectly through DTC, and its participating organizations.
               As a beneficial owner holding a certificate through the
              book-entry system, you will be entitled to receive the
          reports described under "The Pooling and Servicing
           Agreement--Reports to Certificateholders; Available
                   Information" and notices only through the facilities of DTC
                   and its respective participants or from the trustee, if you
               have certified to the trustee that you are a beneficial
                    owner of offered certificates (using the form annexed to the
              pooling and servicing agreement). Upon presentation of
               evidence satisfactory to the trustee of your beneficial
                   ownership interest in the offered certificates, you will be
               entitled to receive, upon request in writing, copies of
               monthly reports to certificateholders from the trustee.

YOU MAY BE BOUND                                                                
BY THE ACTIONS                                                                  
OF OTHER                                                                        
CERTIFICATEHOLDERS  In some circumstances, the consent or approval of the       
                  holders of a specified percentage of the certificates will
            be required to direct, consent to or approve certain
             actions, including amending the pooling and servicing
                   agreement. In these cases, this consent or approval will be
       sufficient to bind all holders of certificates.

LACK OF A SECONDARY                                                             
MARKET FOR THE                                                                  
CERTIFICATES MAY                                                                
MAKE IT DIFFICULT                                                               
FOR YOU TO RESELL                                                               
YOUR CERTIFICATES   There currently is no secondary market for the offered      
                certificates. Although the underwriters have advised the
                depositor that they currently intend to make a secondary
             market in the offered certificates, they are under no
                   obligation to do so. Accordingly, there can be no assurance
                 that a secondary market for the offered certificates will
                    develop. Moreover, if a secondary market does develop, there
                   can be no assurance that it will provide you with liquidity
                  of investment or that it will continue for the life of the
                  offered certificates. The offered certificates will not be
                  listed on any securities exchange. Lack of liquidity could
        adversely affect the market value of the offered
                  certificates. The market value of the offered certificates
                    at any time may be affected by many other factors, including
                then prevailing interest rates, and no representation is
                   made by any person or entity as to what the market value of
    any offered certificate will be at any time.

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 DESCRIPTION OF THE MORTGAGE LOANS

GENERAL                                                                         

        The Trust Fund (as defined herein) will consist primarily of 211 fixed
rate loans (including the trust fund's pari passu interest in the loans secured 
by 1211 Avenue of the Americas and L'Enfant Plaza), secured by 227 multifamily, 
commercial and residential cooperative properties (the "Mortgage Loans"). The   
Mortgage Loans will have an aggregate principal balance of approximately        
$1,111,999,815 (the "Initial Pool Balance") as of July 11, 2000 (the "Cut-off   
Date"), subject to a variance of plus or minus 5%. For the purposes of this     
Prospectus Supplement, any Multi-Property Loan (as defined herein) is considered
to be one Mortgage Loan. Any loans made to affiliated borrowers are considered  
separate Mortgage Loans. For purposes of describing the property type and       
geographic distribution of Mortgaged Properties (as defined herein), Allocated  
Loan Amounts (as defined herein), as shown on Annex A, are used for             
Multi-Property Loans. All numerical information provided herein with respect to 
the Mortgage Loans is provided on an approximate basis. All percentages of the  
Trust Fund, or of any specified sub-group thereof, referred to herein without   
further description are approximate percentages by aggregate Cut-off Date       
Principal Balance (as defined herein). Descriptions of the terms and provisions 
of the Mortgage Loans are generalized in the aggregate. Many of the individual  
Mortgage Loans have specific terms and provisions that deviate from the general 
description.                                                                    

         Each Mortgage Loan is evidenced by one or more notes (each, a "Mortgage
Note"), and secured by one or more mortgages, deeds of trust or other similar   
security instruments (each, a "Mortgage"). Each of the Mortgages creates a first
lien on the interests of the related borrower in certain land used for          
commercial or multifamily residential purposes, all buildings and improvements  
thereon and certain personal property located thereon, and, in certain cases,   
reserve funds (collectively, "Mortgaged Properties"), as set forth in the       
following table:                                                                

 SECURITY FOR THE MORTGAGE LOANS

                                                         NUMBER OF
   INTEREST OF                         % OF INITIAL      MORTGAGED
BORROWER ENCUMBERED                     POOL BALANCE(1)    PROPERTIES 
-------------------                     ---------------    ---------- 
Fee Simple Estate (2).....................         97.3%         224            
Leasehold.................................          2.7%           3            
                                      -----          ---
TOTAL                                             100.0%         227            
                                      =====          ===

----------                                                                      
(1)  Based on the principal balance of the Mortgage Loan or, for any            
     Multi-Property Loan, the Allocated Loan Amount with respect to each portion
of the related Mortgaged Property.                                    

(2)  For any Mortgaged Property subject to a ground lease where the ground      
  lessee and ground lessor are both parties to the Mortgage, the Mortgaged
     Property was categorized as a fee simple estate. For any Mortgaged Property
  that partially consists of a leasehold interest, the encumbered interest
 has been categorized as a fee simple interest if the leasehold interest
does not constitute a material portion of the Mortgaged Property.     

    Each Mortgaged Property consists of land improved by (i) an office
building (an "Office Property," and any Mortgage Loan secured thereby, an       
"Office Loan"), (ii) a retail property (a "Retail Property," and any Mortgage   
Loan secured thereby, a "Retail Loan"), (iii) an apartment building or complex  
consisting of five or more rental units (a "Multifamily Property," and any      
Mortgage Loan secured thereby, a "Multifamily Loan"), (iv) a full or limited    
service or extended stay hotel/motel property (a "Hospitality Property" or a    
"Lodging Property," and any Mortgage Loan secured thereby, a "Hospitality Loan" 
or a "Lodging Loan"), (v) an industrial property (an "Industrial Property," and 
any Mortgage Loan secured thereby, an "Industrial Loan"), (vi) a residential    
cooperative property (a "Residential Cooperative Property," and any Mortgage    
Loan secured thereby, a "Residential Cooperative Loan"), (vii) mixed use        
properties (each, a "Mixed Use Property" and any Mortgage Loan secured thereby, 
a "Mixed Use Loan") or (viii) certain other properties, including but not       
limited to, manufactured housing communities (1.6% of Initial Pool Balance),    
assisted living facilities (1.3% of Initial Pool Balance) and self-storage      

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facilities (0.5% of Initial Pool Balance) (each, an "Other Property" and any    
Mortgage Loan secured thereby, an "Other Loan"). Certain statistical information
relating to the various types of Mortgaged Properties is set forth in the table 
under "Certain Characteristics of the Mortgage Loans--Additional Mortgage Loan  
Information--Mortgaged Properties by Property Type."                            

     Ten Mortgage Loans, representing approximately 12.0% of the Initial
Pool Balance, are evidenced by two or more Mortgage Notes which are secured and 
cross-collateralized by two or more Mortgaged Properties.                       

       Seven Mortgage Loans, representing approximately 15.0% of the Initial
Pool Balance, are secured by two or more Mortgaged Properties, under a single   
Mortgage Note by a single borrower.                                             

         Ten Mortgage Loans, representing approximately 3.0% of the Initial Pool
Balance, which are not cross-collateralized, are loans to borrowers which are   
under common ownership. See "Risk Factors--Risks Related to the Mortgage        
Loans--Mortgage Loans to Related Borrowers May Result in More Severe Losses on  
Your Certificates."                                                             

   None of the Mortgage Loans is insured or guaranteed by the United
States, any governmental agency or instrumentality, any private mortgage insurer
or by the Depositor, the Mortgage Loan Sellers, either Servicer, either Special 
Servicer, the Trustee (each, as defined herein) or any of their respective      
affiliates except that, with respect to certain of the mortgage loans, the trust
fund will have the benefit of environmental insurance policies. See "Certain    
Characteristics of the Mortgage Loans--Environmental Matters" in this Prospectus
Supplement. Except for the National Consumer Cooperative Bank Mortgage Loans,   
which are generally fully recourse to the Borrower, the Mortgage Loans generally
are non-recourse except in limited circumstances such as a default resulting    
from voluntary bankruptcy, fraud or other willful misconduct of the borrower. If
a borrower defaults on any Mortgage Loan, recourse generally may be had only    
against the specific Mortgaged Property or Mortgaged Properties securing such   
Mortgage Loan and such limited other assets as have been pledged to secure such 
Mortgage Loan, and not against the borrower's other assets.                     

        Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor")
will purchase the Mortgage Loans to be included in the Trust Fund on or before  
the date on which the Certificates (as defined herein) are issued (the "Closing 
Date") from Credit Suisse First Boston Mortgage Capital LLC (the "CSFB Mortgage 
Loan Seller"), Morgan Stanley Dean Witter Mortgage Capital Inc. (the "MSDWMC    
Mortgage Loan Seller") and National Consumer Cooperative Bank (the "NCCB        
Mortgage Loan Seller" and, collectively with the CSFB Mortgage Loan Seller and  
the MSDWMC Mortgage Loan Seller, the "Mortgage Loan Sellers"), pursuant to three
separate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase     
Agreement") to be dated as of the Cut-off Date between the related Mortgage Loan
Seller and the Depositor. The CSFB Mortgage Loans, MSDWMC Mortgage Loans and    
NCCB Mortgage Loans (all as defined below) were generally underwritten in       
accordance with the underwriting criteria described under "--CSFB Underwriting  
Standards," "--MSDWMC Underwriting Standards" and "--NCCB Underwriting          
Standards," respectively, below. The Mortgage Loans which will be sold to the   
Depositor by the CSFB Mortgage Loan Seller (the "CSFB Mortgage Loans"), the     
MSDWMC Mortgage Loan Seller (the "MSDWMC Mortgage Loans") and the NCCB Mortgage 
Loan Seller (the "NCCB Mortgage Loans") were originated or purchased by the     
applicable Mortgage Loan Seller. The Mortgage Loan Sellers are selling the      
Mortgage Loans without recourse and, accordingly, in such capacity, will have no
obligations with respect to the Certificates other than pursuant to the limited 
representations, warranties and covenants made by each Mortgage Loan Seller to  
the Depositor and assigned by the Depositor to the Trustee for the benefit of   
the Certificateholders. See "The Pooling and Servicing Agreement--Assignment of 
the Mortgage Loans" and "The Mortgage Pools--Representations and Warranties" in 
the Prospectus.                                                                 

        CapMark Services, L.P. will service the Mortgage Loans (other than the
NCCB Mortgage Loans) and National Consumer Cooperative Bank (in such capacity   
"NCCB") will service the NCCB Mortgage Loans, each pursuant to the Pooling and  
Servicing Agreement. The L'Enfant Loan will have primary servicing performed by 
First Union National Bank, as servicer of the CSFB 1998-C2 Securitization,      
pursuant to the pooling and servicing agreement for the CSFB 1998-C2            
Securitization. The 1211 Avenue of the Americas Loan will have primary servicing
performed by BNY Asset Solutions LLC, as servicer of the 2000-1211              
Securitization pursuant to the trust and servicing agreement for the 2000-1211  
Securitization.                                                                 

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SECURITY FOR THE MORTGAGE LOANS                                                 

      In addition to the security of one or more Mortgages encumbering the
related borrower's interest in the applicable Mortgaged Property or Mortgaged   
Properties, each Mortgage Loan also is secured by an assignment of the related  
borrower's interest in the leases, rents, issues and profits of the related     
Mortgaged Properties. In certain instances, additional collateral exists in the 
nature of partial indemnities or guaranties, or one or more Escrow Accounts (as 
defined herein) for, among other things, replacements of furniture, fixtures and
equipment and environmental remediation, real estate taxes, insurance premiums  
and ground rents, deferred maintenance and/or scheduled capital improvements,   
re-leasing reserves and seasonal working capital reserves. The Mortgage Loans   
generally provide for the indemnification of the lender by the borrower (or     
related principals) for the presence of any hazardous substances not identified 
in the related environmental site assessments affecting the Mortgaged Property. 
In addition, nine Mortgaged Properties securing Mortgage Loans representing 7.1%
of the Initial Pool Balance, are covered by insurance policies insuring against 
certain environmental-related losses. See "Certain Characteristics of the       
Mortgage Loans--Environmental Matters."                                         

         Each Mortgage constitutes a first lien on a Mortgaged Property, subject
generally only to (i) liens for real estate and other taxes and special         
assessments not yet due and payable, (ii) covenants, conditions, restrictions,  
rights of way, easements and other encumbrances whether or not of public record 
as of the date of recording of the Mortgage, such exceptions having been        
acceptable to the related Mortgage Loan Seller, as applicable, in connection    
with the purchase or origination of such Mortgage Loan and (iii) such other     
exceptions and encumbrances on Mortgaged Properties as are reflected in the     
related title insurance policies. See "Certain Characteristics of the Mortgage  
Loans--Certain Terms and Conditions of the Mortgage Loans--Escrows."            

THE MORTGAGE LOAN SELLERS                                                       

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC                       

      Seventy-seven Mortgage Loans, representing 63.5% of the Initial Pool
Balance, were sold to the Depositor by the CSFB Mortgage Loan Seller. The CSFB  
Mortgage Loan Seller is a subsidiary of Credit Suisse First Boston, Inc., formed
as a Delaware limited liability company to originate and acquire loans secured  
by mortgages on commercial and multifamily real estate. Each of the Mortgage    
Loans sold by the CSFB Mortgage Loan Seller to the Depositor was purchased or   
originated by the CSFB Mortgage Loan Seller and underwritten by the CSFB        
Mortgage Loan Seller's underwriters. The principal office of the CSFB Mortgage  
Loan Seller is located at 11 Madison Avenue, New York, New York 10010. Its      
telephone number is (212) 325-2000.                                             

MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.                      

  Forty-one Mortgage Loans, representing 24.8% of the Initial Pool
Balance, were sold to the Depositor by the MSDWMC Mortgage Loan Seller. The     
MSDWMC Mortgage Loan Seller is a subsidiary of Morgan Stanley Dean Witter & Co.,
Inc. formed as a New York corporation to originate and acquire loans secured by 
mortgages on commercial and multifamily real estate. Each of the MSDWMC Mortgage
Loans sold by the MSDWMC Mortgage Loan Seller to the Depositor was purchased or 
originated by the MSDWMC Mortgage Loan Seller and underwritten by the MSDWMC    
Mortgage Loan Seller's underwriters. The principal office of the MSDWMC Mortgage
Loan Seller is located at 1585 Broadway, New York, New York 10036. Its telephone
number is (212) 761-4700.                                                       

NATIONAL CONSUMER COOPERATIVE BANK                                    

     Ninety-three Mortgage Loans, representing 11.7% of the Initial Pool
Balance, were sold to the Depositor by the NCCB Mortgage Loan Seller. The NCCB  
Mortgage Loan Seller, which does business under the trade name National         
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and         
organized entities throughout the United States. By Congressional amendments in 
1981, the NCCB Mortgage Loan Seller was converted to a private institution owned
by its member cooperative borrowers. Each of the NCCB Mortgage Loans sold by the
NCCB Mortgage Loan Seller to the Depositor was originated by the NCCB Mortgage  
Loan Seller or an affiliate and underwritten by NCCB Mortgage Loan Seller       
underwriters. The principal office of the NCCB Mortgage Loan Seller is located  
at 1401 Eye Street, N.W. Washington, D.C. 20005.                                
Its telephone number is 202-336-7700.                                           

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CSFB UNDERWRITING STANDARDS                                                     

  General. Seventy-seven Mortgage Loans, representing 63.5% of the
Initial Pool Balance, were underwritten by the CSFB Mortgage Loan Seller. The   
CSFB Mortgage Loan Seller has implemented guidelines establishing certain       
procedures with respect to underwriting mortgage loans. The CSFB Mortgage Loans 
generally were originated in accordance with such guidelines; provided, however,
that the underwriting standards for such Mortgage Loans which are secured by    
cooperatives were originated utilizing prudent underwriting practices for       
mortgage loans secured by similar mortgaged properties and may differ from the  
standards described below. With respect to the Mortgage Loans which were        
acquired by the CSFB Mortgage Loan Seller, the CSFB Mortgage Loan Seller applied
its general guidelines to the Mortgage Loans in reliance on information provided
to it by the originators of such loans, in some cases without independent       
investigation. In some instances, one or more provisions of the guidelines were 
waived or modified where it was determined not to adversely affect the Mortgage 
Loans in any material respect. The underwriting standards for the Mortgage Loans
addressed, with respect to each Mortgaged Property, environmental conditions,   
physical conditions, property valuations, property financial performance, code  
compliance, property management, title insurance, borrower evaluation and       
property insurance, as described below.                                         

 Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to a CSFB Mortgage   
Loan generally within the twelve-month period preceding the origination of the  
related CSFB Mortgage Loan. In all cases, the environmental site assessment was 
a "Phase I" environmental assessment, generally performed in accordance with    
industry practice. In general, the environmental assessments contained no       
recommendations for further significant environmental remediation efforts which,
if not undertaken, would have a material adverse effect on the related Mortgage 
Loan. However, in certain cases, the assessment disclosed the existence of or   
potential for adverse environmental conditions, generally the result of the     
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In substantially all cases in which material            
environmental risks were identified, the related borrowers were required to     
establish operations and maintenance plans, monitor the Mortgaged Property,     
abate or remediate the condition and/or provide additional security such as     
letters of credit, indemnities, environmental damage insurance or reserves. With
respect to five Mortgage Loans, the lender purchased Secured Creditor Impaired  
Property Policies which, upon an event of default and the occurrence of an      
environmental condition at the Mortgaged Properties, provide for the payment of 
such mortgage loans in full. In addition, one Mortgage Loan has the benefit of a
Pollution Legal Liability Select environmental insurance policy which covers    
certain environmental losses. See "Certain Characteristics of the Mortgage      
Loans--Environmental Matters" in this Prospectus Supplement. Additionally, all  
borrowers were required to provide environmental representations and warranties 
and covenants relating to the existence and use of hazardous substances on the  
Mortgaged Properties. See "Risk Factors--Risks Related to The Mortgage          
Loans--Environmental Laws May Adversely Affect Mortgaged Property Cashflow" in  
this prospectus supplement.                                                     

         Property Condition Assessments. Inspections of substantially all of the
related Mortgaged Properties were conducted by engineering firms prior to       
origination of the CSFB Mortgage Loans. Such inspections generally were         
commissioned to assess the structure, exterior walls, roofing, interior         
construction, mechanical and electrical systems and general conditions of the   
site, buildings and other improvements located at each Mortgaged Property. The  
resulting reports indicated a variety of deferred maintenance items and         
recommended capital improvements with respect to each Mortgaged Property. The   
estimated cost of the necessary repairs or replacements at each Mortgaged       
Property was included in each property condition report. In each instance, the  
originator of the Mortgage Loan either determined that the necessary repairs or 
replacements were being addressed by the related borrowers in a satisfactory    
manner, or required that they be addressed post-closing. With respect to 53     
Mortgage Loans, representing 65.5% of the aggregate Cut-off Date Principal      
Balance of the CSFB Mortgage Loans, capital improvement or deferred maintenance 
reserves were established to cover the cost of such repairs or replacements.    

       Appraisals. An appraisal of each of the Mortgaged Properties relating
to the CSFB Mortgage Loans was performed. The appraisals generally were         
performed by independent MAI appraisers and in all cases indicated that at the  
time of the respective appraisals the aggregate value of the related Mortgaged  
Properties exceeded the original principal amount of each Mortgage Loan. Such   
appraisals generally complied with the real estate appraisal regulations issued 
jointly by the federal bank regulatory agencies under the Financial Institution 
Reform, Recovery, and Enforcement Act of 1989, as amended ("FIRREA"). The       
appraisals also were used as a source of information                            

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for rental and vacancy rates and were used to calculate tenant improvement and  
leasing commission reserves. In general, appraisals represent the analysis and  
opinion of qualified experts and are not guarantees of present or future value. 
Moreover, appraisals seek to establish the amount a typically motivated buyer   
would pay a typically motivated seller. Such amount could be significantly      
higher than the amount obtained from the sale of a Mortgaged Property under a   
distress or liquidation sale.                                                   

        Operating and Occupancy Statements. In connection with the origination
or purchase of the CSFB Mortgage Loan, the originator reviewed current rent     
rolls (and, where available, up to three years of prior operating statements)   
and related information or statements of occupancy rates, census data, financial
data, historical operating statements and, with respect to the CSFB Mortgage    
Loans secured by Office Properties, Industrial Properties, Retail Properties or 
Mixed Use Properties, a selection of major tenant leases. In underwriting each  
CSFB Mortgage Loan, income and operating information provided by the related    
borrower was examined by the originator of the CSFB Mortgage Loan; provided,    
however, that, with respect to several of the CSFB Mortgage Loans, the          
originator thereof or the related borrower engaged independent accountants to   
review or perform certain procedures to verify such information. Neither the    
Depositor nor the CSFB Mortgage Loan Seller makes any representation as to the  
accuracy of such information.                                                   

   Zoning and Building Code Compliance. The borrowers under the CSFB
Mortgage Loans generally have represented under the related Mortgage or loan    
agreement and provided other evidence to the effect that the use and operation  
of the related Mortgaged Properties was, as of the date on which the Mortgage   
Loan was originated, in compliance in all material respects with all applicable 
zoning, land-use, environmental, building, fire and health ordinances, rules,   
regulations and orders applicable to the related Mortgaged Properties. For a    
discussion of zoning issues, see "Risk Factors--Risks Related to the Mortgage   
Loans--Changes in Zoning Laws May Affect Ability To Repair or Restore Mortgaged 
Property."                                                                      

 Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the CSFB Mortgage Loans required that          
prospective borrowers seeking loans secured by properties located in California 
and other areas thought to be prone to earthquake risk obtain a seismic         
engineering report of the building and, based thereon and on certain statistical
information, an estimate of probable maximum loss ("PML"), that is, an estimate 
of the loss that the property would sustain in a "worst case" earthquake        
scenario. Generally, any proposed loan (i) which has an original principal      
balance greater than $20,000,000 and as to which the property was estimated to  
have a PML in excess of 15% of the estimated replacement cost of the            
improvements or (ii) which has an original principal balance less than or equal 
to $20,000,000 and as to which the property was estimated to have a PML in      
excess of 20% of the estimated replacement cost of the improvements would be    
conditioned on receipt of satisfactory earthquake insurance. With respect to all
of the CSFB Mortgage Loans that had original principal balances of more than    
$20,000,000 and that have a PML in excess of 15%, the borrowers obtained        
earthquake insurance. With respect to substantially all of the CSFB Mortgage    
Loans that have a PML in excess of 20%, the borrower obtained earthquake        
insurance.                                                                      

    Property Management. Generally, for CSFB Mortgage Loans, a manager
(which may be an employee or affiliate of the borrower) is responsible for      
responding to changes in the local rental or lodging market, planning and       
implementing the rental rate or operating structure, which may include          
establishing levels of rent payments or rates, and insuring that maintenance and
capital improvements are carried out in a timely fashion. Management errors may 
adversely affect the performance and long-term viability of a project. Each of  
the original managers was approved by the originator of each CSFB Mortgage Loan 
in connection with the origination of the related Mortgage Loan. In most cases, 
amounts payable to the manager are subordinated to payments required under the  
related Mortgage Loan. In most cases, the applicable Special Servicer may cause 
the borrower to terminate management contracts upon certain events specified in 
the documents executed in connection with the Mortgage Loans and generally any  
change in a manager must be approved by the related Special Servicer. With      
respect to Mortgage Loans which represent 5% or more of the aggregate           
outstanding principal balance of all of the Mortgage Loans, no change in a      
manager may be effected by the applicable Special Servicer unless the Rating    
Agencies (as defined herein) have confirmed in writing that such change will    
not, in and of itself, cause any withdrawal, qualification or downgrade in the  
then current ratings of each Class of Certificates. For a discussion of property
management issues, see "Risk Factors--Risks Related to the Mortgage             
Loans--Property Managers May Experience Conflicts of Interest in Managing       
Multiple Properties."                                                           

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  Title Insurance Policy. Each borrower has provided, and the CSFB
Mortgage Loan Seller has obtained, a title insurance policy for each Mortgaged  
Property relating to the CSFB Mortgage Loans. Each title insurance policy       
generally complies with the following requirements: (i) the policy must be      
written by a title insurer licensed to do business in the jurisdiction where the
Mortgaged Property is located, (ii) the policy must be in an amount equal to the
original principal balance of the related Mortgage Loan, (iii) the protection   
and benefits must run to the lender and its successors and assigns, (iv) the    
policy should be written on a standard policy form of the American Land Title   
Association or equivalent policy promulgated in the jurisdiction where the      
Mortgaged Property is located and (v) the legal description of the Mortgaged    
Property in the policy must conform to that shown on the survey of the Mortgaged
Property, where a survey has been required.                                     

       Property Insurance. Each borrower has provided, and the CSFB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to    
each Mortgaged Property relating to the CSFB Mortgage Loans. Such insurance     
generally may include (i) commercial general liability insurance for bodily     
injury or death and property damage, (ii) an "All Risks" of physical loss       
property policy, (iii) if applicable, boiler and machinery coverage, (iv) if the
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) if the Mortgaged Property is located  
in an earthquake prone area and is subject to substantial earthquake risk,      
earthquake insurance and (vi) such other coverage as the CSFB Mortgage Loan     
Seller may require based on the specific characteristics of the Mortgaged       
Property. In most instances, with respect to Mortgage Loans with original       
principal balances less than $20 million, the claims-paying ability of the      
related insurance providers must have a rating by S&P (as defined herein) of "A"
or better and, with respect to Mortgage Loans with original principal balances  
greater than $20 million, the related insurance provider must have a rating by  
S&P of "AA" or better.                                                          

      Evaluation of Borrower. The CSFB Mortgage Loan Seller evaluates each
borrower and its principals with respect to credit history and prior experience 
as an owner and operator of commercial real estate properties. The evaluation   
generally includes obtaining and reviewing a credit report or other reliable    
indication of the borrower's financial capacity; obtaining and verifying credit 
references and/or business and trade references; and obtaining and reviewing    
certifications provided by the borrower as to prior real estate experience and  
current contingent liabilities. The borrowers under 99.7% of the CSFB Mortgage  
Loans, by Cut-off Date Principal Balance, are single asset special purpose      
entities; for purposes of the foregoing statement, each Mortgage Loan secured by
a cooperative was assumed to be a single asset special purpose entity. In       
addition, in general, in connection with each CSFB Mortgage Loan with an        
original principal balance in excess of $20 million, each borrower was required 
to be organized as a bankruptcy-remote entity, a substantive non-consolidation  
opinion of counsel was required to be delivered relating to such borrower and   
the CSFB Mortgage Loan Seller has reviewed the organizational documents of the  
borrower to verify compliance with such requirement.                            

  DSCR and LTV Ratio. The CSFB Mortgage Loan Seller's underwriting
standards generally require, for all Mortgage Loans, minimum DSCR and LTV ratios
for each property type. The DSCR and LTV ratio for each CSFB Mortgage Loan is   
set forth on Annex A hereto.                                                    

         Escrow Requirements. The CSFB Mortgage Loan Seller generally requires a
borrower to fund various escrows (each, an "Escrow Account") for items including
real estate taxes, insurance premiums, ground rent, replacement of furniture,   
fixtures and equipment, environmental remediation, deferred maintenance and/or  
scheduled capital improvements, seasonal working capital (with respect to       
certain Hospitality Properties), capital expenditures, and tenant improvements  
and re-leasing costs (with respect to Office Properties and Retail Properties). 
Escrow Accounts generally must be held at Eligible Banks (as defined herein).   
Generally, the required escrows for Mortgage Loans originated by the CSFB       
Mortgage Loan Seller are as follows:                                            

   Ground Rent -- Typically, a pro rated initial deposit and monthly
deposits equal to 1/12th of the annual ground rent for any ground lease relating
to the Mortgaged Property are required.                                         

         Taxes and Insurance -- Seventy-three Mortgage Loans, representing 98.5%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
reserves for taxes. Seventy-three Mortgage Loans, representing 98.4% of the     
aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have       
reserves for insurance. Typically, a pro rated initial deposit and monthly      
deposits equal to 1/12th of the annual property taxes (based on the most recent 
property assessment and the current tax rate) and annual property insurance     
premium relating to the Mortgaged Property are required.                        

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        Capital Item Reserves -- Sixty-nine Mortgage Loans, representing 96.0%
of the aggregate Cut-off Date Principal Balance of the CSFB Mortgage Loans, have
ongoing reserves for Capital Items (as defined below). Typically, deposits are  
required based on the amount recommended on an annual basis pursuant to a       
property condition report prepared for the CSFB Mortgage Loan Seller. The actual
ongoing reserve deposits for periodic replacement, capital expenditures and     
furniture, fixtures and equipment (collectively, "Capital Items") required under
each Mortgage Loan are set forth on Annex A.                                    

   Tenant Improvements and Leasing Commission Reserves -- Thirty-six
Mortgage Loans, representing 81.8% of the aggregate Cut-off Date Principal      
Balance of the CSFB Mortgage Loans which are secured by Retail Properties,      
Office Properties, Mixed Use Properties and Industrial Properties, have up-front
and/or ongoing reserves for tenant improvement and leasing commissions.         
Typically, deposits are based upon anticipated lease turnover rates, estimated  
costs for tenant improvements and leasing commissions in the related market.    

       In certain cases, the CSFB Mortgage Loan Seller allowed a borrower to
post a letter of credit in lieu of funding ongoing reserves for Capital Items   
and/or tenant improvements and leasing commissions. Even if the actual funded   
reserves under a Mortgage Loan are less than the foregoing amounts, the CSFB    
Mortgage Loan Seller generally deducted such amounts from net operating income  
when calculating Net Cash Flow.                                                 

       Deferred Maintenance/Environmental Remediation -- An initial deposit,
upon funding of a Mortgage Loan, in an amount equal to no less than 100%, and as
much as 125% of (i) the estimated cost of the recommended substantial repairs or
replacements pursuant to a property condition report completed by a licensed    
engineer and (ii) the estimated cost of environmental remediation expenses as   
recommended by an independent environmental assessment.                         

   Seasonal Working Capital -- An initial deposit, upon funding of a
Mortgage Loan, or monthly deposits, in each case generally based upon the       
anticipated shortfall of operating income necessary to pay debt service and     
operating expenses for the months in which occupancy of a Hospitality Property  
is below that which is necessary to cover such costs.                           

MSDWMC UNDERWRITING STANDARDS                                                   

      General. Forty-one Mortgage Loans, representing 24.8% of the Initial
Pool Balance, were underwritten by the MSDWMC Mortgage Loan Seller. The MSDWMC  
Mortgage Loan Seller has implemented guidelines establishing certain procedures 
with respect to underwriting mortgage loans. The MSDWMC Mortgage Loans generally
were originated in accordance with such guidelines.                             

       Appraisals. In connection with the origination of the MSDWMC Mortgage
Loans, each related Mortgaged Property was appraised by an independent appraiser
who, generally, was a Member of the Appraisal Institute. All such appraisals    
complied with the real estate appraisal regulations issued jointly by the       
federal bank regulatory agencies under FIRREA. In general, those appraisals     
represent the analysis and opinion of the person performing the appraisal and   
are not guarantees of, and may not be indicative of, present or future value.   
There can be no assurance that another person would not have arrived at a       
different valuation, even if such person used the same general approach to and  
same method of valuing the property. Moreover, such appraisals sought to        
establish the amount a typically motivated buyer would pay a typically motivated
seller. Such amount could be significantly higher than the amount obtained from 
the sale of a Mortgaged Property under a distress or liquidation sale.          
Information regarding the values of the Mortgaged Properties is presented herein
for illustrative purposes only.                                                 

 Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property generally within the          
twelve-month period preceding the origination of the related MSDWMC Mortgage    
Loan. In all cases, the environmental site assessment was a "Phase I"           
environmental assessment, generally performed in accordance with industry       
practice. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not         
undertaken, would have a material adverse effect on the related Mortgage Loan.  
However, in certain cases, the assessment disclosed the existence of or         
potential for adverse environmental conditions, generally the result of the     
activities of identified tenants, adjacent property owners or previous owners of
the Mortgaged Property. In certain of such cases, the related borrowers were    
required to establish operations and maintenance plans, monitor the Mortgaged   
Property, abate or remediate the condition and/or provide additional security   
such as letters of credit, environmental damage                                 

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insurance or reserves. See "Risk Factors--Risks Related to The Mortgaged        
Loans--Environmental Laws May Adversely Affect Mortgaged Property Cash Flow" in 
this prospectus supplement.                                                     

         Property Condition Assessments. The Mortgaged Properties were inspected
in connection with the origination of the related MSDWMC Mortgage Loan by a     
representative of the MSDWMC Mortgage Loan Seller or by a third party           
professional engaged by MSDWMC Mortgage Loan Seller. Furthermore, in each case, 
a licensed engineer or consultant inspected the related Mortgaged Property in   
connection with the origination of the related MSDWMC Mortgage Loan to assess   
the structure, exterior walls, roofing, interior structure and mechanical and   
electrical systems. In certain cases where material deficiencies were noted in  
such reports, the related borrower was required to establish reserves for       
replacement or repair or remediate the deficiency.                              

 Seismic Review Process. In general, the underwriting guidelines
applicable to the origination of the MSDWMC Mortgage Loans required that        
prospective borrowers seeking loans secured by properties located in California 
and areas of other states where seismic risk is deemed material obtain a seismic
engineering report of the building and, based thereon and on certain statistical
information, an estimate of PML in an earthquake scenario. Generally, any of the
MSDWMC Mortgage Loans as to which the property was estimated to have a PML in   
excess of 20% of the estimated replacement cost would either be subject to a    
lower loan-to-value limit at origination, be conditioned on seismic upgrading   
(or appropriate reserves or letter of credit for retrofitting), be conditioned  
on satisfactory earthquake insurance or be declined.                            

      Zoning and Building Code Compliance. The MSDWMC Mortgage Loan Seller
took steps to establish that the use and operation of the Mortgaged Properties  
that represent security for MSDWMC Mortgage Loans were, at their respective     
dates of origination, in compliance in all material respects with applicable    
zoning, land-use and similar laws and ordinances, but no assurance can be made  
that such steps revealed all possible violations. Evidence of such compliance   
may have been in the form of legal opinions, confirmations from government      
officials, title insurance endorsements, survey endorsements and/or             
representations by the related borrower contained in the related loan documents.
Violations may exist at any particular Mortgaged Property, but the MSDWMC       
Mortgage Loan Seller has informed the Depositor that it does not consider any   
such violations known to it to be material.                                     

NCCB UNDERWRITING STANDARDS                                                     

         General. Ninety-three Mortgage Loans, representing 11.7% of the Initial
Pool Balance, were underwritten by the NCCB Mortgage Loan Seller. 100% of the   
Mortgage Loans underwritten by the NCCB Mortgage Loan Seller are secured by     
Residential Cooperative Properties. The NCCB Mortgage Loan Seller has           
implemented guidelines establishing certain procedures with respect to          
underwriting the Mortgage Loans. The NCCB Mortgage Loans generally were         
originated in accordance with such guidelines. The underwriting standards for   
the Mortgage Loans addressed, with respect to each Mortgaged Property,          
environmental conditions, physical conditions, property valuations, property    
financial performance, property management, title insurance, borrower evaluation
and property insurance, as described below.                                     

 Environmental Assessments. An environmental site assessment was
performed with respect to each Mortgaged Property relating to an NCCB Mortgage  
Loan generally within the twelve-month period preceding the origination of the  
related NCCB Mortgage Loan. A Phase I Environmental Report is generally required
for each Mortgaged Property. In lieu of a Phase I Environmental Report,         
generally for loans under $350,000, an ASTM Transaction Screen may have been    
required. In general, the environmental assessments contained no recommendations
for further significant environmental remediation efforts which, if not         
undertaken, would have a material adverse effect on the related Mortgage Loan.  
However, in certain cases, the assessment disclosed the existence of or         
potential for adverse environmental conditions. In substantially all cases in   
which material environmental risks were identified, the related borrowers were  
required to establish operations and maintenance plans, monitor the Mortgaged   
Property, and abate or remediate the condition, if necessary.                   

        Property Condition Assessments. As part of the underwriting process, a
site inspection of each Mortgaged Property was conducted by the NCCB Mortgage   
Loan Seller. Such inspection paid particular attention to the systems, roofs,   
structural integrity and common area deferred maintenance at the Mortgaged      
Property. Inspections of each of the Mortgaged Properties were also conducted by
independent engineering firms prior to the origination of the NCCB Mortgage     
Loans. Such inspections were generally commissioned to assess the structure,    
exterior walls, roofing, interior construction, mechanical and electrical       
systems and general conditions of the site, buildings                           

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and other improvements located at each Mortgaged Property. The resulting reports
indicated a variety of deferred maintenance items and recommended capital       
improvements with respect to certain of the Mortgaged Properties. In general,   
the estimated cost of immediate necessary repairs or replacements at each       
Mortgaged Property was included in each property condition report. In each      
instance, the NCCB Mortgage Loan Seller determined that the necessary repairs   
needed to be completed prior to closing by the related borrowers were completed 
in a satisfactory manner, or required that they be addressed post closing.      

       Appraisals. An appraisal of each of the Mortgaged Properties relating
to the NCCB Mortgage Loans was performed preceding the origination of each such 
loan. The appraisals were performed by independent MAI appraisers and indicated 
that at the time of the respective appraisals the aggregate value of the related
Mortgaged Properties exceeded the original principal amount of each Mortgage    
Loan. Such appraisals generally complied with the real estate appraisal         
regulations issued jointly by the federal bank regulatory agencies under FIRREA,
as amended. Each appraisal valued the Mortgaged Properties as a cooperative     
property (i) based on the market value of the underlying apartment units in the 
building and (ii) as a multifamily rental property as if such cooperative       
property were operated as a market-rate rental property. The value as a         
multifamily rental property is based on the projected rents that would be       
collected and the operating expenses that would be incurred if the building were
run as a stabilized market-rate rental property with rents set at prevailing    
market rates, taking into account the presence of existing rent controlled or   
existing rent stabilized apartments. Such rental calculation also makes         
adjustments for projected market vacancies and reserve requirements.            

       Property Financial Performance. In connection with the origination of
the NCCB Mortgage Loans, the originator reviewed maintenance rolls, historical  
operating statements, budgets, sponsor rent rolls (if applicable and/or         
material), reserve levels, recent sales data, and proposed sources and uses of  
funds. Originators employ such information to assess the prospective borrower's 
ability to repay the debt and the adequacy of the property as collateral for the
loan requested. Maintenance charges and operating expenses are reviewed for     
reasonableness in relation to other properties in the prospective borrower's    
market. The ability to raise maintenance charges due to prospective capital     
expenditures or property tax increases is also assessed. Particular attention is
paid to scheduled reductions and expiration of property tax abatements such as  
the J-51 program for eligible properties in New York City. In assessing the     
cooperative's ability to increase maintenance charges, total maintenance charges
are generally required to be less than 70% of market rents for similar apartment
units.                                                                          

Due to the nature of cooperative ownership and the federal tax
treatment of cooperative earnings, cooperatives generally seek to have          
break-even coverage of maintenance charges and other income to annual operating 
expenses. Additionally, cooperatives generally limit commercial rental income to
not more than 20% of total income.                                              

       In certain circumstances, maintenance charges and other income may be
less than the cooperative's annual operating expenses if the cooperative has    
significant reserves. Each NCCB Mortgage Loan requires minimum reserves         
generally equal to 10% of the preceding year's shareholder maintenance payments.
Such reserves are generally held by the cooperative.                            

       If there are sponsor-held units, the originator of each NCCB Mortgage
Loan reviews the number of sponsor-held and investor held units and the excess  
of the maintenance charges on such sponsor-held units over the sponsor's rent   
collected, if any ("negative carry"). The number of sponsor-held units and the  
rental income on such units are determined by rent rolls generally provided by  
the cooperative. Sponsor-held units, if material, are carefully evaluated, and  
the negative carry on such units is generally limited to an amount equal to no  
more than 8% of the cooperative's total annual maintenance charges.             

     Property Management. For NCCB Mortgage Loans, the related Mortgaged
Property is either professionally managed or is self-managed. Generally, all    
larger Mortgaged Properties are professionally managed. In most cases, the      
applicable Special Servicer may cause the borrower to terminate management      
contracts upon certain events specified in the documents executed in connection 
with the Mortgage Loan. Under such circumstances, replacement managers must be  
approved by the applicable Servicer or Special Servicer. Generally, if a        
Mortgaged Property is self-managed, the applicable Servicer or Special Servicer 
may cause the borrower to hire professional management upon certain events      
specified in the documents executed in connection with the Mortgage Loan.       

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       Title Insurance. The NCCB Mortgage Loan Seller has obtained from each
borrower a title insurance policy for each Mortgaged Property relating to the   
NCCB Mortgage Loans. Each title insurance policy generally complies with the    
following requirements: (i) the policy is written by a title insurer licensed to
do business in the jurisdiction where the Mortgaged Property is located, (ii)   
the policy is in an amount equal to the original principal balance of the       
related Mortgage Loan, (iii) the protection and benefits run to the NCCB        
Mortgage Loan Seller and its successors and assigns, and (iv) the policy is     
written on a standard policy form of the American Land Title Association or     
equivalent policy promulgated in the jurisdiction where the Mortgaged Property  
is located.                                                                     

  Borrower Evaluation. The NCCB Mortgage Loan Seller required each
cooperative to submit copies of its by-laws, form of propriety lease and        
offering plan and amendments thereto. Such documents were reviewed by counsel to
the NCCB Mortgage Seller to determine if items therein could materially impact  
the related Mortgage Loan.                                                      

       Property Insurance. Each borrower has provided, and the NCCB Mortgage
Loan Seller has reviewed, certificates of required insurance with respect to    
each Mortgaged Property relating to the NCCB Mortgage Loans. Such insurance     
generally may include (i) commercial general liability insurance for bodily     
injury or death and property damage, (ii) "all risks" of physical loss property 
insurance, (iii) if applicable, boiler and machinery coverage, (iv) if the      
Mortgaged Property is located in a 100-year flood plain, flood insurance through
the National Flood Insurance Program, (v) fidelity bond, and (vi) business      
income insurance. Generally, the insurance issuing company must have a rating in
the Best's Key Rating Guide of at least Policyholder Rating of "A-" and         
Financial Rating of "V".                                                        

 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

MULTIPLE NOTE LOANS                                                             

        The 1211 Avenue of the Americas Mortgage Loan (the "1211 Avenue of the
Americas Loan"), which represents 4.5% of the Initial Pool Balance, is          
represented by a note which is one of two notes issued by the related borrower, 
each secured by a first lien on the related Mortgaged Property. The two notes   
together totaling $350,000,000 are referred to herein as the "1211 Avenue of the
Americas Whole Loan." The note which is an asset of the Trust Fund is referred  
to herein as the "1211 Avenue of the Americas Trust Fund Note." The note in     
which the Trust Fund owns no interest is referred to herein as the "1211 Avenue 
of the Americas Other Note." The 1211 Avenue of the Americas Other Note is      
divided into five components, four of which totaling $158,700,000 are           
subordinate to the 1211 Avenue of the Americas Trust Fund Note and one of which 
equaling $141,300,000 ranks pari passu with the 1211 Avenue of the Americas     
Trust Fund Note. The 1211 Avenue of the Americas Other Note has been deposited  
in a securitization sponsored by the Depositor known as Commercial Mortgage     
Pass-Through Certificates, Series 2000-1211 (the "2000-1211 Securitization").   
The securities backed by the component notes issued under the 2000-1211         
Securitization received ratings ranging from "AAA" to "BBB" from Fitch and      
Moody's, and the class A securities, backed by component note A, which is pari  
passu with the 1211 Avenue of the Americas Trust Fund Note, received ratings of 
"AAA" and "Aaa" from Fitch and Moody's, respectively. For additional important  
information relating to the 1211 Avenue of the Americas Loan, including the     
ownership of the 1211 Avenue of the Americas Other Note and the servicing of the
1211 Avenue of the Americas Loan, see "--Significant Mortgage Loans--The 1211   
Avenue of the Americas Loan" and "The Pooling and Servicing Agreement--Servicing
of the Mortgage Loans; Collection of Payments" in this Prospectus Supplement.   

         The L'Enfant Mortgage Loan (the "L'Enfant Loan"), which represents 3.3%
of the Initial Pool Balance, is represented by a note which is one of three     
notes issued by the related borrower, each secured by a first lien on the       
related Mortgaged Property. The three notes together are referred to herein as  
the "L'Enfant Whole Loan." The note which is an asset of the Trust Fund is      
referred to herein as the "L'Enfant Trust Fund Note." The two notes in which the
Trust Fund owns no interest are referred to herein as the "L'Enfant Other       
Notes." One of the L'Enfant Other Notes has been deposited in a securitization  
sponsored by the Depositor known as Credit Suisse First Boston Mortgage         
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2 
(the "CSFB 1998-C2 Securitization"). The other L'Enfant Other Note has been     
deposited in a securitization sponsored by the Depositor known as Credit Suisse 
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through        
Certificates, Series 1999-C1. For additional important information relating to  
the L'Enfant Whole Loan, including the servicing                                

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of the L'Enfant Loan, see "--Significant Mortgage Loans--The L'Enfant Loan" and 
"The Pooling and Servicing Agreement--Servicing of the Mortgage Loans;          
Collection of Payments" in this Prospectus Supplement.                          

 The Crystal Pavilion/Petry Building Mortgage Loan (the "Crystal
Pavilion/Petry Building Loan"), which represents 3.6% of the Initial Pool       
Balance, is represented by a note which is one of four pari passu notes issued  
by the related borrower, each secured by a first lien on the related Mortgaged  
Property. The four notes together are referred to herein as the "Crystal        
Pavilion/Petry Building Whole Loan." The note which is an asset of the Trust    
Fund is referred to herein as the "Crystal Pavilion/Petry Building Note A." The 
Trustee will be party to an intercreditor agreement with the holder of the      
remaining Crystal Pavilion/Petry Building Notes in which the Trustee will be    
named as lead lender. Pursuant to such intercreditor agreement, CapMark         
Services, L.P., as servicer, will make all servicing decisions with respect to  
the Crystal Pavilion/Petry Building Loan and Lennar Partners, Inc., as special  
servicer, will specially service the Crystal Pavilion/Petry Building in the     
event it becomes a Specially Serviced Mortgage Loan, in each case with a view   
toward maximizing recovery to the holders of the Crystal Pavilion/Petry Building
notes as a collective whole. For additional important information relating to   
the Crystal Pavilion/Petry Building Whole Loan, see "--Significant Mortgage     
Loans--The Crystal Pavilion/Petry Building Loan" in this Prospectus Supplement. 

         Unless otherwise specified, references in this Prospectus Supplement to
the 1211 Avenue of the Americas Loan, the L'Enfant Loan and the Crystal         
Pavilion/Petry Building Loan (as well as general references to the Mortgage     
Loans insofar as such references describe the 1211 Avenue of the Americas Loan, 
the L'Enfant Loan or the Crystal Pavilion/Petry Building Loan) refer only to the
portion of the Whole Loan and the related Trust Fund Note deposited in this     
Trust Fund. Proceeds and losses will be applied between the Trust Fund Note and 
the related Other Note as described herein under "--Significant Mortgage        
Loans--The 1211 Avenue of the Americas Loan," "--The L'Enfant Loan" and "--The  
Crystal Pavilion/Petry Building Loan."                                          

SIGNIFICANT MORTGAGE LOANS                                                      

         Set forth below is a description of certain of the significant Mortgage
Loans and the related Mortgaged Property or Mortgaged Properties.               

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------------------------------------------------------------------------------- 
 THE SELIG LOANS
------------------------------------------------------------------------------- 

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE                      
   ----------------      -------------
   $ 62,850,000        $62,411,711

ORIGINATION DATE:       April 27, 1999                                          

INTEREST RATE:          7.99%                                                   

AMORTIZATION:           360 months                                              

ARD:                    May 11, 2009                                            

ARD BALANCE:            $56,443,363                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
   increases by 2.00% to 9.99% and all
      excess cash flow is used to reduce the
  outstanding principal balance; the
  additional 2% interest is deferred
   until the principal balance is zero

MATURITY DATE:          May 11, 2029                                            

BORROWER (SPECIAL       Selig Real Estate Holdings Eleven, L.L.C., and          
PURPOSE ENTITY):        Selig Real Estate Holdings Sixteen, L.L.C., single asset
               entities the boards of both of which contain an
                     independent director; a non-consolidation opinion was
       obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
two months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT(1):$125                                                    

UP-FRONT RESERVES(1):   Cap Ex:                         $19,250                 
       TI & LC:                       $350,000

ONGOING RESERVES(1):    CapEx(2):                           Yes                 
       TI & LC(2):                         Yes
Real Estate Taxes &             
       Insurance Reserve(3):               Yes

LOCKBOX:                Hard                                                    

MEZZANINE:              Yes                                                     
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Portfolio of 2                                          
Assets                          

PROPERTY TYPE:          Office                                                  

LOCATION:               Seattle, WA                                             

YEAR BUILT/RENOVATED:   190 Queen Anne Bldg.   1974/1985                        

1000 Second Ave.       1986     

OCCUPANCY (4):          190 Queen Anne Bldg.     99%                            

1000 Second Ave.         98%    

THE COLLATERAL:         One 40-story office building and one                    
5-story office building         

FEE OR LEASEHOLD:       Fee                                                     

1000 2ND AVE                                  LEASE                             
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION                          
-------------           ----      --------  ----------                          
U.S. Customs            52,604     12.6%     3/31/01                            
Immune Corporation      33,130      8.0%     12/31/03                           
Washington Mutual       15,367      3.7%     7/31/00                            

190 QUEEN ANNE                                LEASE                             
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION                          
-------------           ----      --------  ----------                          
The Dial                33,844     41.2%      4/26/05                           
Seattle Super Sonics    19,045     23.2%      7/31/00(5)                        
KSR Radio               14,217     17.3%      7/31/00(5)                        

SQUARE FOOTAGE(1):      498,875                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME(1):              $7,773,385                                              

UNDERWRITTEN NET CASH                                                           
FLOW(1):                $8,249,516                                              

APPRAISED VALUE(1):     $95,800,000                                             

CUT-OFF DATE LTV(1):    65.2%                                                   

ARD LTV(1):             58.9%                                                   

DSCR(1):                1.49                                                    

----------------------------------------------------------------                

(1)  For the Selig Loans in the aggregate.                                      

(2)  The Selig Borrowers are required to escrow $55,833.33 on a monthly basis   
($1.34/SF annually) into a tenant improvement and leasing commission  
   reserve and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx
reserve.                                                              

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(3)  The Selig Borrowers are required to make monthly payments into a tax and   
     insurance escrow fund in an amount sufficient to accumulate funds needed to
  pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.                             

(4)  Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and  
the May 8, 2000 rent roll for 190 Queen Anne.                         

(5)  The Selig Borrower has pre-leased the space with respect to this property  
pursuant to signed leases with third parties at rent above the current
rent.                                                                 

The Selig Loans                                                       

   The Loans. The largest loan concentration (the "Selig Loans") was
originated by the CSFB Mortgage Loan Seller on April 27, 1999. The Selig Loans  
are evidenced by two cross-collateralized and cross-defaulted notes secured by  
Mortgages encumbering the fee interests in two office buildings (each, a "Selig 
Property" and collectively, the "Selig Properties") located in Seattle,         
Washington.                                                                     

The Borrowers. The Selig Loans were made to two borrowers     
(collectively, the "Selig Borrowers"), each of which is a Washington limited    
liability company. The principal of the Selig Borrower is Martin Selig (the     
"Selig Principal"). The Selig Principal is the founder and sole proprietor of   
Martin Selig Real Estate, one of the largest commercial real estate developers  
in the Pacific Northwest.                                                       

 Certain additional information on the Selig Loans and the Selig
Properties is set forth on Annex A hereto.                                      

       The Properties. The Selig Properties consist of two buildings located
in Seattle, Washington. The 1000 Second Avenue Building is an office building   
and has a net rentable area of approximately 416,710 square feet. The 190 Queen 
Anne Building is an office building and has a net rentable area of approximately
82,165 square feet.                                                             

       Property Management. The Selig Properties are managed by Martin Selig
Real Estate (the "Selig Manager"), an affiliate of the Selig Borrowers, pursuant
to a management agreement. The management agreement provides for the payment to 
the Selig Manager of management fees of 3% of gross revenues, which are         
subordinated to payments under the Selig Loans. The Selig Manager may be        
terminated (i) upon an event of default under the Selig Loans or the Selig      
Mezzanine Loan (as defined below) or (ii) in the event of a default by the Selig
Manager under the management agreement. In the event the Trustee terminates the 
Selig Manager, it is required to select a replacement manager from a list agreed
upon by the Selig Mezzanine Lender (as defined below).                          

        Mezzanine Loan. Selig Real Estate Holdings Twelve, L.L.C., the regular
member of each of the Selig Borrowers and certain affiliates of the Selig       
Principal, are the borrowers (collectively, the "Selig Mezzanine Borrower")     
under a mezzanine loan with an aggregate principal balance as of the Cut-off    
Date of $15,705,156 (the "Selig Mezzanine Loan"), made by Starwood Financial    
Trust, a Maryland real estate investment trust (the "Selig Mezzanine Lender"),  
on April 27, 1999. The Selig Mezzanine Loan is secured by a pledge of the       
regular membership interests in each of the Selig Borrowers and by the equity of
certain other special purpose real estate borrowers (the "Other Equity          
Collateral"). As of the Cut-off Date, the aggregate LTV of the Selig Loan and   
the Selig Mezzanine Loan (allocating a portion of the Selig Mezzanine Loan based
upon the respective appraised values of the Selig Properties and the Other      
Equity Collateral) was 74%. The Selig Mezzanine Lender has agreed not to        
transfer its interest in the Selig Mezzanine Loan to any entity other than      
certain permitted institutional transferees unless each Rating Agency confirms  
that such transfer would not cause a withdrawal, qualification or downgrade of  
its then current ratings on the Certificates. The Selig Mezzanine Loan matures  
on April 27, 2004 and bears interest at a per annum rate equal to 15%. The Selig
Mezzanine Loan fully amortizes by its maturity date.                            

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------------------------------------------------------------------------------- 
1211 AVENUE OF THE AMERICAS LOAN
------------------------------------------------------------------------------- 

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
    ---------------      -------------
     $50,000,000         $50,000,000

ORIGINATION DATE:       April 5, 2000                                           

INTEREST RATE:          7.75%                                                   

AMORTIZATION:           300 months (after 5 years of interest                   
only)                           

ARD:                    April 9, 2010                                           

ARD BALANCE:            $42,687,901                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
     increases by 2.00% to 9.75% and a pro
    rata portion of all excess cash flow
 is used to reduce the outstanding
    principal balance; the additional 2%
interest is deferred until the  
principal balance is zero       

MATURITY DATE:          April 9, 2030                                           

BORROWER (SPECIAL       JT 1211, L.P., general partner of which is a special    
PURPOSE ENTITY):        purpose entity, the board of which contains two         
                      independent directors; a non-consolidation opinion was
       obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
six months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE         $104                                                    
FOOT(3):                                                                        

UP-FRONT RESERVES(4):   CapEx:                        $142,750                  
      TI & LC:                    $5,824,949
       Free Rent Escrow Fund:      $10,684,008

ONGOING RESERVES(4):    CapEx(1):                           Yes                 
       TI & LC(1):                         Yes
Real Estate Taxes &             
       Insurance Reserve(2):               Yes

LOCKBOX:                Hard                                                    

MEZZANINE:              No                                                      
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Single Asset                                            

PROPERTY TYPE:          Office                                                  

LOCATION:               New York, NY                                            

YEAR BUILT/RENOVATED:   1973/1995                                               

OCCUPANCY(5):           100%                                                    

THE COLLATERAL:         44-story office building                                

FEE OR LEASEHOLD:       Fee                                                     
                 LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION                          
--------------          ----      --------  ----------                          
News Corp               652,874     35.5%    11/01/15                           
Chase Manhattan         471,675     25.6%    3/31/10                            
CIT                     180,830      9.8%    12/31/08                           

SQUARE FOOTAGE(4):      1,839,384                                               

PROPERTY MANAGEMENT:    Rockefeller Group Management                            
(day-to-day management)         
   Kennedy-Wilson (leasing management)

1999 NET OPERATING                                                              
INCOME(4):              $40,260,000                                             

UNDERWRITTEN NET CASH                                                           
FLOW(4):                $48,319,000                                             

APPRAISED VALUE(4):     $695,000,000                                            

CUT-OFF DATE LTV(3):    27.5%                                                   

ARD LTV(3):             25.3%                                                   

DSCR(3):                2.79                                                    

----------------------------------------------------------------                

(1)  The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67  
on a monthly basis ($0.40/SF annually) into a CapEx reserve.          

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(2)  The 1211 Avenue of the Americas borrower is required to make monthly       
  payments into a tax and insurance escrow fund in an amount sufficient to
    accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.    

(3)  Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211   
Avenue of the Americas Component A.                                   

(4)  Calculated based upon the 1211 Avenue of the Americas Whole Loan.          

(5)  Occupancy is based on the April 1, 2000 rent roll.                         

THE 1211 AVENUE OF THE AMERICAS LOAN                                  

      The Loan. The second largest loan concentration (the "1211 Avenue of
the Americas Loan") was originated by the CSFB Mortgage Loan Seller on April 5, 
2000. The 1211 Avenue of the Americas Loan is evidenced by a note (the "1211    
Avenue of the Americas Trust Fund Note") which is secured by a first priority   
lien encumbering the fee interests in an office building and related property   
located at 1211 Avenue of the Americas in New York, New York (the "1211 Avenue  
of the Americas Property"). The 1211 Avenue of the Americas Property also       
secures another note (the "1211 Avenue of the Americas Other Note") that was    
originated at the same time as the 1211 Avenue of the Americas Loan. The 1211   
Avenue of the Americas Other Note will not be property of the trust fund and is 
divided into five components, four of which (the "1211 Avenue of the Americas   
Subordinate Components") are subordinate to the 1211 Avenue of the Americas     
Trust Fund Note and one of which (the "1211 Avenue of the Americas A Component" 
) ranks pari passu with the 1211 Avenue of the Americas Trust Fund Note. The    
1211 Avenue of the Americas A Component has a principal balance of $141,300,000 
as of the Cut-off Date and the 1211 Avenue of the Americas Subordinate          
Components have an aggregate principal balance of $158,700,000 as of the Cut-Off
Date.                                                                           

         The Borrower. The 1211 Avenue of the Americas Loan was made to JT 1211,
L.P. (the "1211 Avenue of the Americas Borrower"), a Georgia limited            
partnership.                                                                    

        Certain additional information on the 1211 Avenue of the Americas Loan
and the 1211 Avenue of the Americas Property is set forth on Annex A hereto.    

 The Property. 1211 Avenue of the Americas Property is a Class A
44-story office building located in midtown Manhattan containing approximately  
1,839,384 rentable square feet, which is comprised of approximately 1,801,495   
square feet of office space and approximately 37,889 square feet of retail and  
other non-office space. The 1211 Avenue of the Americas Property was built in   
1973 in midtown Manhattan as the headquarters of Celanese A.G., a multinational 
chemical company, and was purchased on April 5, 2000 by the borrower for a      
purchase price of approximately $558.3 million.                                 

   As part of the Rockefeller Center complex, the 1211 Avenue of the
Americas Property is an internationally recognized address for major            
corporations, including The Chase Manhattan Bank ("Chase"), News America        
Incorporated ("News America"), CIT Group, Inc. and Westdeutsche Landesbank      
Girozentrale. As of April 1, 2000, the 1211 Avenue of the Americas Property was 
approximately 99.5% leased by 30 tenants, with approximately 78.3% of the net   
rentable square feet and 78.2% of annualized base rent of the 1211 Avenue of the
Americas Property leased by tenants who maintain an investment grade rating from
Moody's Investor Services and S&P. The largest tenant in the building, News     
Corp., leases 35.5% of the net rentable square feet at the 1211 Avenue of the   
Americas Property and contributes 26.5% of annualized base rent. The second     
largest tenant in the building, Chase, leases 25.6% of the net rentable square  
feet at the 1211 Avenue of the Americas Property and contributes 27.4% of       
annualized base rent.                                                           

  Property Management. The 1211 Avenue of the Americas Property is
managed by Rockefeller Group Development Corporation pursuant to a management   
agreement. The management agreement generally provides for a management fee of  
0.5% of gross revenues, which are subordinated to payments under the 1211 Avenue
of the Americas Loan.                                                           

        Additional Indebtedness. The 1211 Avenue of the Americas Other Note is
secured by the 1211 Avenue of the Americas Property and the 1211 Avenue of the  
Americas A Component ranks pari passu with the 1211 Avenue of the Americas Trust
Fund Note. See "--The Loan" above. An intercreditor agreement between the holder
of the 1211 Avenue of the Americas Trust Fund Note and the holder of the 1211   
Avenue of the Americas Other Note sets                                          

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forth the rights of each note holder. The intercreditor agreement provides that 
the 1211 Avenue of the Americas Trust Fund Note will be primarily serviced or   
special serviced by the servicer or special servicer, if applicable, of the     
2000-1211 Securitization. The trust fund will not be permitted to terminate the 
2000-1211 Securitization servicer or special servicer (provided that it may     
exercise certain voting rights allocated to it). Pursuant to the intercreditor  
agreement and the trust and servicing agreement, all rights of the mortgagee    
under the 1211 Avenue of the Americas Trust Fund Note and the 1211 Avenue of the
Americas Other Note will be exercised by the servicer, or special servicer, of  
the 2000-1211 Securitization, on behalf of the trust fund.                      

    The trust and servicing agreement for the 2000-1211 Securitization
provides that expenses, losses and shortfalls will be allocated first to the    
1211 Avenue of the Americas Subordinate Components, prior to any such expenses, 
losses and shortfalls being allocable pro rata to the 1211 Avenue of the        
Americas A Component and the 1211 Avenue of the Americas Trust Fund Note. The   
1211 Avenue of the Americas Subordinate Components total $158,700,000.          

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------------------------------------------------------------------------------  
 IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
------------------------------------------------------------------------------  

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE                      
     ------------        -------------
     $49,081,603         $48,165,130

ORIGINATION DATE:       May 19, 1998 and September 1, 1998                      

INTEREST RATE:          IPC Retail:                    7.25%                    
    Normandie Village Note A:      6.66%
    Normandie Village Note B:     6.66 %

AMORTIZATION:           IPC Retail:               360 months                    
    Normandie Village Note A: 357 months
    Normandie Village Note B: 357 months

ARD:                    June 11, 2008                                           

ARD BALANCE:            $43,023,558                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
      increases by 2.00% to 9.25%  and 8.66%
   and all excess cash flow is used to
reduce the outstanding principal
    balances; the additional 2% interest
is deferred until the principal 
balance is zero                 

MATURITY DATE:          June 11, 2028                                           

BORROWER (SPECIAL       IPC Retail Properties, LLC, and                         
PURPOSE ENTITY):        Normandie Village Associates, L.P.,                     
    managing member of a managing member
     of each of which is a special purpose
      entity, the board of which contains an
independent director;           
non-consolidation opinions were 
       obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
six months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:   $63                                                     

UP-FRONT RESERVES(1)::  CapEx(4):           $687,130                            

ONGOING RESERVES(1):    CapEx(2):                           Yes                 
       TI & LC(2):                         Yes
Real Estate Taxes &             
       Insurance Reserve(3):               Yes

LOCKBOX:                Hard                                                    

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property                  
Release Amount                  

MEZZANINE:              No                                                      
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Portfolio of 5 Assets                                   

PROPERTY TYPE:          Retail                                                  

LOCATION:               Walpole, MA/Louisville, KY/Wichita, KS                  

PROPERTY                YEAR BUILT/RENOVATED    OCCUPANCY(5)                    
--------                --------------------    ------------                    
Walpole Mall                 1972/1998              97.0%                       
Comotara                        1998               100.0%                       
Brittany                        1984                89.0%                       
Hurstbourne Forum            1986/1998              88.0%                       
Normandie Village            1968/1998              96.0%                       

THE COLLATERAL:         Five retail properties                                  

FEE OR LEASEHOLD:       Fee                                                     

WALPOLE MALL                                  LEASE                             
MAJOR TENANTS              NRSF   % OF NRA  EXPIRATION                          
-------------              ----   --------  -----------                         
Bradlees                  102,445  36.3%     10/30/04                           
Office Max                 28,427  10.1%     1/31/10                            
Barnes & Noble             27,831   9.9%     9/30/13                            

COMOTARA                                      LEASE                             
MAJOR TENANTS              NRSF   % OF NRA  EXPIRATION                          
-------------              ----   --------  -----------                         
Olive Tree                 20,000  36.0%     7/31/06                            
Prairie View                7,615  13.7%     12/31/01                           
Old English Pine            6,253  11.3%     3/31/01                            

BRITTANY                                      LEASE                             
MAJOR TENANTS              NRSF   % OF NRA  EXPIRATION                          
-------------              ----   --------  -----------                         
Hobby Lobby                40,218  19.9%     10/31/03                           
American Drug              25,535  12.6%     5/25/05                            
Triathlon Broadcasting     13,920   6.9%      3/5/05                            

HURSTBOURNE FORUM                             LEASE                             
MAJOR TENANTS              NRSF   % OF NRA  EXPIRATION                          
-------------              ----   --------  -----------                         
Cherry House               27,776  20.4%     1/31/08                            
Contemporary Galleries     18,917  13.9%     4/30/05                            
Jos. A Banks                8,084   5.9%     1/31/04                            

NORMANDIE VILLAGE                             LEASE                             
MAJOR TENANTS              NRSF   % OF NRA  EXPIRATION                          
-------------              ----   --------  -----------                         
Star Lumber                27,104  29.7%     2/28/08                            
Gessler Drug               10,778  11.8%     6/30/03                            
Whole Foods                 4,230   4.6%     11/30/04                           

SQUARE FOOTAGE(1):      766,467                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME(1):              $6,416,893                                              

UNDERWRITTEN NET CASH                                                           
FLOW(1):                $5,324,330                                              

APPRAISED VALUE(1):     $64,600,000                                             

CUT-OFF DATE LTV(1):    74.6%                                                   

ARD LTV(1):             66.6%                                                   

DSCR(1):                1.33                                                    
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(1)  For the IPC Retail Portfolio/Normandie Village Properties in the           
aggregate.                                                            

(2)  The IPC Retail Portfolio/Normandie Borrower is required to escrow          
$25,484 on a monthly basis ($0.40/SF annually) into a tenant          
improvement and leasing commission reserve and $10,223 on a monthly   
 basis ($0.16/SF annually) into a CapEx reserve (an additional amount up
to $6,738 per month is required to be deposited from any excess       
cashflow (net of debt service and other required reserves) into an    
additional CapEx reserve).                                            

(3)  The IPC Retail Portfolio/Normandie Village Borrower is required to make    
monthly payments into a tax and insurance escrow fund in an amount    
sufficient to accumulate funds needed to pay (i) all taxes prior to   
their respective due dates and (ii) insurance premiums prior to the   
expiration thereof pay all taxes and insurance premiums 30 days before
they become due.                                                      

(4)  To be applied to fund renovations at the Hurstbourne Forum Property, as    
approved by the Lender.                                               

(5)  Occupancy is based on the February 1, 2000 rent roll.                      

THE IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN                       

       The Loan. The third largest loan concentration in the Trust Fund (the
"IPC Retail Portfolio/Normandie Village Loan") consists of two loans that were  
originated by the CSFB Mortgage Loan Seller on May 19, 1998 and September 1,    
1998. The IPC Retail Portfolio/Normandie Village Loan consists of two loans: a  
loan to IPC Retail Properties LLC, in the original principal amount of          
$43,227,427 (the "IPC Retail Portfolio Loan"); and a loan to Normandie Villages 
Associates, L.P., and IPC Retail Properties LLC in the original principal amount
of $5,854,176 (the "Normandie Village Loan"). The Normandie Village Loan is     
evidenced by two notes: a $3,854,176 promissory note ("Normandie Village Note   
A"); and a $2,000,000 promissory note ("Normandie Village Note B"). The IPC     
Retail Portfolio/Normandie Village Loan is secured by first mortgages           
encumbering five shopping centers located in Kansas, Kentucky and Massachusetts 
(collectively, the "IPC Retail Portfolio/Normandie Village Properties"). Both   
Normandie Village Note A and Normandie Village Note B are secured by a first    
mortgage on the Normandie Village property. Normandie Village Note A is also    
secured by the mortgages on the four other IPC Retail Portfolio Properties.     
Normandie Village Note B is not cross-collateralized by the IPC Retail Portfolio
properties. Normandie Village Associates, L.P. has guaranteed the IPC Retail    
Portfolio Loan and has given a second mortgage to secure the guaranty. As a     
result, the IPC Retail Portfolio Loan and the Normandie Village Loan, other than
the portion evidenced by the Normandie Village Note B, are cross-collateralized 
and cross-defaulted. The IPC Retail Portfolio Loan has a principal balance as of
the Cut-off Date of $42,422,785, Normandie Village Note A has a principal       
balance as of the Cut-off Date of $3,780,577 and Normandie Village Note B has a 
principal balance as of the Cut-off Date of $1,961,808.                         

       The Borrower. The IPC Retail Portfolio Loan and the Normandie Village
Loan were made to IPC Retail Properties LLC, a Delaware limited liability       
company, and Normandie Village Associates, L.P., a Kansas limited partnership,  
respectively (collectively referred to as the "IPC Retail Portfolio/Normandie   
Borrower"). The principal of the IPC Retail Portfolio/Normandie Borrower is Paul
Reichmann, formerly a principal of Olympia & York Developments Ltd. ("Olympia & 
York"). Olympia & York developed real estate projects in Toronto, Canada; the   
United States; Mexico City, Mexico; and London, England; including 40 office    
towers and the World Financial Center in New York City, Canary Wharf in London  
and 1st Canadian Place in Toronto. In 1992, Olympia & York became subject to a  
bankruptcy proceeding.                                                          

      Certain additional information on the IPC Retail Portfolio/Normandie
Village Loan is set forth on Annex A hereto.                                    

       The Properties. The IPC Retail Portfolio/Normandie Village Properties
consist of five shopping centers. The Walpole Mall consists of a single-level   
enclosed shopping center located in Walpole, Massachusetts, which was           
constructed in 1972 and renovated in 1998, and has a net rentable area of       
approximately 281,999 square feet. The Comotara Retail Center consists of three 
single-level buildings located in Wichita, Kansas, which were constructed in    
1988, and have a net rentable area of approximately 55,488 square feet. The     
Brittany Shopping Center consists of three single-level buildings located in    
Wichita, Kansas, which were constructed in 1984, and have a net rentable area of
approximately 201,754 square feet. The Hurstbourne Forum Shopping Center        
consists of a single-level enclosed shopping center located in Louisville,      
Kentucky, which was constructed in 1986, and has a net rentable area            

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of approximately 135,920 square feet. The Normandie Village Shopping Center     
consists of three one- and two-story unenclosed retail properties located in    
Wichita, Kansas, which were constructed between 1960 and 1968 and were renovated
in 1997 and 1998, and have a net rentable area of approximately 91,306 square   
feet.                                                                           

         Property Management. The IPC Retail Portfolio and Normandie Property is
managed by IPC (U.S.) Management, Inc. (the "IPC Retail Portfolio/Normandie     
Village Manager"), an affiliate of the IPC Retail Portfolio Borrower, pursuant  
to a management agreement (the "IPC Retail Portfolio/Normandie Management       
Agreement") which provides for a management fee of 4% of gross revenues, which  
is subordinated to payments under the IPC Retail Portfolio/Normandie Village    
Loan. The IPC Retail Portfolio/Normandie Villager Manager may be terminated: (i)
upon the occurrence of any default under the IPC Retail Portfolio/Normandie     
Village Loan; (ii) in the event the DSCR for the IPC Retail Portfolio/Normandie 
Village Loan shall be less than 1.05; or (iii) upon the occurrence of any       
default under the IPC Retail Portfolio/Normandie Village Management Agreement.  

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------------------------------------------------------------------------------  
 HASTINGS VILLAGE SHOPPING CENTER LOAN
------------------------------------------------------------------------------  

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
      -----------        -------------
     $44,000,000         $44,000,000

ORIGINATION DATE:       March 31, 2000                                          

INTEREST RATE:          8.13%                                                   

AMORTIZATION:           360 months                                              

ARD:                    April 11, 2010                                          

ARD BALANCE:            $40,110,523                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
    increases by 2.00% to 10.13% and all
      excess cash flow is used to reduce the
  outstanding principal balance; the
  additional 2% interest is deferred
   until the principal balance is zero

MATURITY DATE:          April 11, 2031                                          

BORROWER (SPECIAL                                                               
PURPOSE ENTITY):        Hastings Village Investment Company                     
    L.P., general partner of which  is a
    special purpose entity, the board of
which contains an independent   
     director; a non-consolidation opinion
   was obtained in connection with the
origination                     

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
three months prior to the ARD   

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:   $142                                                    

UP-FRONT RESERVES:      CapEx:                        $33,125                   

ONGOING RESERVES:       CapEx(2):                         Yes                   
     TI & LC(2):                       Yes
Real Estate Taxes               
& Insurance                     
     Reserve(1):                       Yes
     Ground Lease:                     Yes

LOCKBOX:                Hard                                                    

MEZZANINE:              No                                                      
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Single Asset                                            

PROPERTY TYPE:          Retail                                                  

LOCATION:               Pasadena, CA                                            

YEAR BUILT/RENOVATED:   1998                                                    

OCCUPANCY(3):           98%                                                     

THE COLLATERAL:         16-building anchored retail center                      

FEE OR LEASEHOLD:       Fee and Leasehold                                       

                 LEASE
MAJOR TENANTS           NRSF      % OF NRA  EXPIRATION                          
-------------           ----      --------  ----------                          
Best Buy                46,525     15.0%     9/30/13                            
Sears Homelife          42,625      13.8     12/3/09                            
Chick's Sporting Goods  42,576      13.8     11/5/18                            

SQUARE FOOTAGE:         309,486                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME:                 $3,979,493                                              

UNDERWRITTEN NET CASH                                                           
FLOW:                   $4,741,440                                              

APPRAISED VALUE:        $56,000,000                                             

CUT-OFF DATE LTV:       78.6%                                                   

ARD LTV:                71.6%                                                   

DSCR:                   1.21                                                    

----------------------------------------------------------------                

(1)  The Hastings Village Shopping Center Borrower is required to make          
monthly payments into a tax and insurance escrow fund in an amount    
sufficient to accumulate funds needed to pay (i) all taxes prior to   
their respective due date and (ii) insurance premiums prior to the    
expiration thereof.                                                   

(2)  The Hastings Village Shopping Center Borrower is required to escrow        
$5,603.50 on a monthly basis ($0.22/SF annually) into a tenant        
improvement and leasing commission reserve, $3,862.50 on a monthly    
basis ($0.15/SF annually) into a CapEx reserve and $4,560.00 on a     
monthly basis into a Ground Lease Escrow Fund.                        

(3)  Occupancy is based on the March 1, 2000 rent roll.                         

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THE HASTINGS VILLAGE SHOPPING CENTER LOAN                             

        The Loan. The fourth largest loan concentration (the "Hastings Village
Shopping Center Loan") was originated by the CSFB Mortgage Loan Seller on March 
31, 2000. The Hastings Village Shopping Center Loan is secured by a first       
priority lien encumbering a fee and leasehold interest in certain land located  
in Pasadena, California (the "Hastings Village Shopping Center Property").      

     The Borrower. The Hastings Village Shopping Center Loan was made to
Hastings Village Investment Company, L.P. (the "Hastings Village Shopping Center
Borrower"), a California limited partnership. The principals of the Hastings    
Village Shopping Center Borrower are Jacob Wintner and Ira Smedra (collectively,
the "Hastings Village Shopping Center Principal"). The Hastings Village Shopping
Center Principal and its affiliates have developed over 25 retail, multifamily  
and office properties in and around the city of Los Angeles, California.        

        Certain additional information regarding the Hastings Village Shopping
Center Loan and the Hastings Village Shopping Center Property is set forth on   
Annex A hereto.                                                                 

         The Property. The Hastings Village Shopping Center Property consists of
16 one-story buildings located at 3333-3699 East Foothill Boulevard in Pasadena,
California. The shopping center, which was constructed in 1998 has a net        
rentable area of approximately 309,486 square feet. Property Management. The    
Hastings Village Shopping Center Property is managed by The Arba Group, Inc., a 
California corporation (the "Hastings Village Shopping Center Manager"), an     
affiliate of the Hastings Village Shopping Center Borrower, pursuant to a       
management agreement. The management agreement generally provides for the       
payment to the Hastings Village Shopping Center Manager of management fees of   
3.5% of gross revenues. The Hastings Village Shopping Center Manager may be     
terminated (i) upon an event of default under the Hastings Village Shopping     
Center Loan, (ii) if the DSCR for the Hastings Village Shopping Center Loan     
falls below 1.05 computed once every quarter on a trailing 12 month basis, or   
(iii) in the event of a default by the Hastings Village Shopping Center Manager 
under the management agreement.                                                 

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------------------------------------------------------------------------------  
CRYSTAL PAVILION/PETRY BUILDING LOAN
------------------------------------------------------------------------------  

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE                      
      -----------        -------------
     $40,000,000         $39,892,258

ORIGINATION DATE:       June 15, 1998                                           

INTEREST RATE:          7.325%                                                  

AMORTIZATION:           348 months                                              

ARD:                    July 15, 2008                                           

ARD BALANCE(1):         $35,256,327                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
      increases by 2.00% to 9.325% and a pro
    rata portion of all excess cash flow
 is used to reduce the outstanding
    principal balance; the additional 2%
interest is deferred until the  
principal balance is zero       

MATURITY DATE:          July 11, 2028                                           

BORROWER (SPECIAL       Madison Third Building Companies LLC, the managing      
PURPOSE ENTITY):        member of which is a special purpose entity, the board  
                 of which contains an independent director; a non-
                     consolidation opinion was obtained in connection with
origination                     

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
two months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:   $137(6)                                                 

UP-FRONT RESERVES(6):   CapEx:                         $135,063                 
       Environmental:                   $7,500

ONGOING RESERVES(6):    CapEx(3):                         Yes                   
     TI & LC(3):                       Yes
Real Estate Taxes               
& Insurance                     
     Reserve(4):                       Yes

LOCKBOX:                Hard                                                    

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property                  
Release Amount                  

MEZZANINE:              Yes                                                     

----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Portfolio of 2 Assets                                   

PROPERTY TYPE:          Office                                                  

LOCATION:               New York, NY                                            

YEAR BUILT/RENOVATED:   Crystal Pavilion   1983/1995                            
Petry Building     1959/1986    

OCCUPANCY(5):           Crystal Pavilion   99%                                  
Petry Building     96%          

THE COLLATERAL:         Two office buildings                                    

FEE OR LEASEHOLD:       Fee                                                     

CRYSTAL PAVILION:                             LEASE                             
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION                          
------------------        ----    --------  ----------                          
Bozell Inc.             235,021    39.6%     6/30/07                            
Baker & MacKenzie        77,701    13.0%     6/30/08                            
Andrews & Kurth, LLP     23,500     4.0%     7/31/03                            

PETRY BUILDING:                               LEASE                             
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION                          
------------------        ----    --------  ----------                          
Petry T.V.               88,011     31.1%    12/31/15                           
The Gap Inc.             65,896     23.3%    12/31/06                           
Square Alphen            61,200     21.6%    6/30/08                            

SQUARE FOOTAGE(6):      876,625                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME(6):              $16,139,617                                             

UNDERWRITTEN NET CASH                                                           
FLOW(6):                $15,079,621                                             

APPRAISED VALUE(6):     $218,000,000                                            

CUT-OFF DATE LTV(6):    54.9%                                                   

ARD LTV(6) (7):         49%                                                     

DSCR(6) (7):            1.48                                                    

----------------------------------------------------------------                

(1)  For the Crystal Pavilion/Petry Building Note A only.                       

(2)  Existing notes in the aggregate original principal amount of               
$120,000,000 were consolidated on June 2, 1998. The consolidated note 
was split into the Crystal Pavilion/Petry Building Note A, Crystal    
Pavilion/Petry Building Note B Crystal Pavilion/Petry Building Note C 
and Crystal Pavilion/Petry Building Note D as of April 11, 2000.      

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(3)  The Crystal Pavilion/Petry Building Borrower is required to escrow         
$193,741.09 on a monthly basis ($2.65/SF annually) into a tenant      
improvement and leasing commission reserve and $14,587.27 on a monthly
basis ($0.20/SF annually) into a CapEx reserve.                       

(4)  The Crystal Pavilion/Petry Building Borrower is required to make monthly   
  payments into a tax and insurance escrow fund in an amount sufficient to
    accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.    

(5)  Occupancy is based on the May 1,  2000 rent roll.                          

(6)  Aggregate of Crystal Pavilion and Petry Building.                          

(7)  Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan. 

THE CRYSTAL PAVILION/PETRY BUILDING LOAN                              

The Loan. The fifth largest loan concentration (the "Crystal  
Pavilion/Petry Building Loan") was originated by the CSFB Mortgage Loan Seller  
on June 15, 1998. The Crystal Pavilion/Petry Building Loan is evidenced by a    
note (the "Crystal Pavilion/Petry Building Note A"), which is one of four notes 
issued by the Crystal Pavilion/Petry Building Borrower and secured by the       
Crystal Pavilion/Petry Building Properties. The other notes (the "Crystal       
Pavilion/Petry Building Other Notes") are not included in the Trust Fund and    
will initially be retained by the CSFB Mortgage Loan Seller or an affiliate. The
Crystal Pavilion/Petry Building Note A and the Crystal Pavilion/Petry Building  
Other Notes are collectively referred to herein as the "Crystal Pavilion/Petry  
Building Whole Loan." The Crystal Pavilion/Petry Building Other Notes have an   
aggregate principal balance as of the Cut-off Date of $79,784,516.              

        All amounts received in respect to the Crystal Pavilion/Petry Building
Whole Loan will be paid pro rata to the holders of the Crystal Pavilion/Petry   
Building Note A and the Crystal Pavilion/Petry Building Other Notes. The Crystal
Pavilion/Petry Building Whole Loan will be serviced by the Pool I Servicer in   
accordance with the provisions of the Pooling and Servicing Agreement.          

      The Crystal Pavilion/Petry Building Whole Loan is secured by a first
priority lien encumbering two office buildings located in New York, New York    
(the "Crystal Pavilion/Petry Building Property").                               

    The Borrower. The Crystal Pavilion/Petry Building Loan was made to
Madison Third Building Companies LLC (the "Crystal Pavilion/Petry Building      
Borrower"), a New York limited liability company. The principals of the Crystal 
Pavilion/Petry Building Borrower are Charles Stephen Cohen and Sherman Cohen    
(collectively, the "Crystal Pavilion/Petry Building Principals"). The Crystal   
Pavilion/Petry Building Principals are also the principals of Cohen Brothers    
Real Estate, a large office developer and owner in New York City.               

     Certain additional information regarding the Crystal Pavilion/Petry
Building Loan and the Crystal Pavilion/Petry Building Property is set forth on  
Annex A hereto.                                                                 

        The Property. The Crystal Pavilion/Petry Building Property consists of
two office buildings, a 31-story office building located at 805 Third Avenue,   
New York, New York which was constructed in 1983 and renovated in 1995 (the     
"Crystal Pavilion") and a 19-story office building located at 3 East 54th       
Street, New York, New York, which was constructed in 1959 and renovated in 1986 
(the "Petry Building"). The Crystal Pavilion has a net rentable area of         
approximately 593,292 square feet of office space. In addition the Crystal      
Pavilion has approximately 33,350 square feet of retail space. The Petry        
Building has a net rentable area of approximately 283,333 square feet of office 
space. In addition, it has approximately 15,273 square feet of retail space.    

      Property Management. The Crystal Pavilion/Petry Building Property is
managed by Cohen Brothers Realty Corporation (the "Crystal Pavilion/Petry       
Building Manager") pursuant to a management agreement. The management agreement 
provides for the payment to the Crystal Pavilion/Petry Building Manager of      
management fees of 4.0% of gross revenues, which are subordinated to payments   
under the Crystal Pavilion/Petry Building Loan.                                 

      Mezzanine Loan and Preferred Equity Interest. Madison Third Building
Companies Mezz LLC is the borrower under a loan with an aggregate principal     
balance as of the Cut-off Date of $50,000,000 (the "Crystal Pavilion/Petry      
Building Mezzanine Loan"), made by Capital Trust (the "Crystal Pavilion/Petry   
Building Mezzanine Lender"). As of the Cut-off Date, the aggregate LTV of the   
Crystal Pavilion/Petry Building Whole Loan and the                              

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Crystal Pavilion/Petry Building Mezzanine Loan was 78%. The Crystal             
Pavilion/Petry Building Mezzanine Lender has agreed not to transfer its interest
in the Crystal Pavilion/Petry Building Mezzanine Loan to any entity other than  
certain permitted institutional transferees unless each Rating Agency confirms  
that such transfer would not cause a withdrawal, qualification or downgrade of  
its then current ratings on the Certificates.                                   

       The Crystal Pavilion/Petry Building Mezzanine Lender owns a preferred
equity interest (as such holder, the "Crystal Pavilion/Petry Building Special   
Limited Partner") in the Crystal Pavilion/Petry Building Borrower having an     
initial equity investment in the amount of $1,000 (the "Crystal Pavilion/Petry  
Building Preferred Equity Interest"). The Crystal Pavilion/Petry Building       
Special Limited Partner has agreed not to transfer the Crystal Pavilion/Petry   
Building Preferred Equity Interest to any entity other than certain permitted   
institutional transferees unless each Rating Agency confirms that such transfer 
would not cause a withdrawal, qualification or downgrade of its then current    
ratings on the Certificates.                                                    

    The Crystal Pavilion/Petry Building Mezzanine Loan and the Crystal
Pavilion/Petry Building Preferred Equity Interest require monthly payments of   
interest and yield, respectively, plus principal and capital payments,          
respectively, sufficient to amortize the Crystal Pavilion/Petry Building        
Mezzanine Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest
over a term of 28 years, however, the Crystal Pavilion/Petry Building Mezzanine 
Loan and the Crystal Pavilion/Petry Building Preferred Equity Interest mature in
July 2009.                                                                      

    Additional Indebtedness. The Crystal Pavilion/Petry Building Other
Notes are secured by the Crystal Pavilion/Petry Building Properties and rank    
pari passu with the Crystal Pavilion/Petry Building Note A. See "--The Loan"    
above. The Trustee will be party to an intercreditor agreement with the holder  
of the Crystal Pavilion/Petry Building Other Notes in which the Trustee will be 
named as lead lender. Pursuant to such intercreditor agreement, the CapMark     
Services, L.P., as Servicer will make all servicing decisions with respect to   
the Crystal Pavilion/Petry Building Loan and the Lennar Partners, Inc., as      
Special Servicer, will specially service the Crystal Pavilion/Petry Building in 
the event it becomes a Specially Serviced Mortgage Loan, in each case with a    
view toward maximizing recovery to the holders of the Crystal Pavilion/Petry    
Building Notes as a collective whole.                                           

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------------------------------------------------------------------------------  
 L'ENFANT LOAN
------------------------------------------------------------------------------  

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
      -----------        -------------
     $37,500,000         $36,969,933

ORIGINATION DATE:       September 18, 1998                                      

INTEREST RATE:          7.64%                                                   

AMORTIZATION:           360 months                                              

ARD:                    October 11, 2008                                        

ARD BALANCE(1):         $33,249,718                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
     increases by 2.00% to 9.64% and a pro
    rata portion of all excess cash flow
 is used to reduce the outstanding
    principal balance; the additional 2%
interest is deferred until the  
principal balance is zero       

MATURITY DATE:          October 11, 2028                                        

BORROWER (SPECIAL                                                               
PURPOSE ENTITY):        Potomac Creek Associates, L.P.,                         
    general partner of which is a single
      purpose, bankruptcy remote entity, the
      board of which contains an independent
     director; a non-consolidation opinion
was obtained in connection with 
origination                     

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
two months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER UNIT(8):       $133 on Office Component                                
   $83,660 Per Room on Hotel Component

UP-FRONT RESERVES(8):   CapEx:                      $10,000,000                 
       Large Lease Escrow Fund:     $8,000,000
       Small Lease Escrow Fund:     $2,000,000

ONGOING RESERVES(8):    CapEx(2):                           Yes                 
Real Estate Taxes &             
       Insurance Reserve(3):               Yes
Monthly Large Lease             
Escrow Fund (per                
       annum)(4):                          Yes
Monthly Small Lease             
Escrow Fund (per                
       annum)(5):                          Yes

LOCKBOX:                Hard                                                    

MEZZANINE LOAN AND                                                              
PREFERRED EQUITY                                                                
INTEREST:               Yes                                                     

PARTIAL DEFEASANCE:     Yes (Release price of 125% of Property                  
Release Amount).                
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets                                   

PROPERTY TYPE:          Mixed Use                                               

LOCATION:               Washington, DC                                          

YEAR BUILT/RENOVATED:   L'Enfant--North Building      1968/1990                 
       L'Enfant--East Building       1972/1990
       L'Enfant--Center Building     1972/1990

OCCUPANCY(6):           Office Component & Retail    93%                        
Hotel Component              77%

THE COLLATERAL:         One office property (consisting of                      
three buildings) and one hotel  

FEE OR LEASEHOLD:       Fee and                                                 
Leasehold(7)                    

               LEASE
MAJOR TENANTS (OFFICE)  NRSF      % OF NRA  EXPIRATION                          
----------------------  ----      --------  ----------                          
General Service                                                                 
Administration          287,179    32.3%     06/30/01                           
Smithsonian             181,158    20.4%     04/30/03                           
U.S. Postal Service     139,270    15.7%     06/11/08                           

SQUARE FOOTAGE                                                                  
(OFFICE):               889,468                                                 

NUMBER OF ROOMS                                                                 
(HOTEL):                370                                                     

PROPERTY MANAGEMENT:    Sarakreek Management Partners LLC                       
(Office Portion)                
 Loews Hotel, Inc. (Hotel Portion)

1999 NET OPERATING                                                              
INCOME(8):              $20,289,597                                             

UNDERWRITTEN NET CASH                                                           
FLOW(8):                $17,748,918                                             

APPRAISED VALUE:        $226,000,000                                            

CUT-OFF DATE LTV(8):    65.4%                                                   

ARD LTV(8):             58.9%                                                   

DSCR:                   1.37                                                    
----------------------------------------------------------------                

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(1)  For L'Enfant Note B-2 only.                                                

(2)  The L'Enfant Borrower is also required, to the extent that the deposit     
balance falls below approximately $420,000, to make monthly deposits  
into the replacement escrow fund in an amount equal to the greater of 
(i) $34,953 per month, and (ii) the amount per month required for the 
maintenance and repair of the L'Enfant Property as determined by an   
engineering report reasonably satisfactory to the CSFB Mortgage Loan  
Seller. As of the Cut-off Date, $4,699,302 was on deposit in the      
capital expenditure reserve.                                          

(3)  The L'Enfant Borrower is required to make monthly payments into a tax      
and insurance escrow fund in an amount sufficient to accumulate funds 
needed to pay (i) all taxes prior to their respective due dates and   
(ii) insurance premiums prior to the expiration thereof.              

(4)  The L'Enfant Borrower is required to fund such account monthly in the      
amount of $83,333 until September 11, 2001.                           

(5)  The L'Enfant Borrower is required to fund such account monthly in the      
amount of $166,667 commencing on October 11, 2001.                    

(6)  Occupancy is based on the May 1, 2000 rent roll for the office             
component and on the L'Enfant Borrower's operating statement dated May
31, 2000 for the hotel component.                                     

(7)  The L'Enfant Borrower has a lease with the District of Columbia            
Redevelopment Land Agency for the portion of space over and under a   
street that runs through the L'Enfant Property; such lease expires in 
2064.                                                                 

(8)  Applies to L'Enfant Whole Loan.                                            

THE L'ENFANT LOAN                                                     

         The Loan. The sixth largest loan concentration (the "L'Enfant Loan") is
a mortgage note ("L'Enfant Note B-2"), which represents a portion of a mortgage 
loan (the "L'Enfant Whole Loan"), which was originated by the CSFB Mortgage Loan
Seller on September 18, 1998. The L'Enfant Whole Loan, including L'Enfant Note  
B-2, is secured by a first priority lien encumbering three buildings located in 
L'Enfant Plaza in Washington, D.C. (the "L'Enfant Property"). The L'Enfant Whole
Loan consists of Note A ("L'Enfant Note A"), Note B-1 ("L'Enfant Note B-1") and 
L'Enfant Note B-2 (the "L'Enfant Note B-2"). L'Enfant Note A has a principal    
balance as of the Cut-off Date of $73,939,866, L'Enfant Note B-1 has a principal
balance as of the Cut-off Date of $36,969,833 and L'Enfant Note B-2 has a       
principal balance as of the Cut-off Date of $36,969,933. Neither the L'Enfant   
Note A nor the L'Enfant Note B-1 is included in the Trust Fund. The L'Enfant    
Note B-1 and L'Enfant Note B-2 are subject to an intercreditor agreement (the   
"L'Enfant Intercreditor Agreement") with the trustee of the CSFB 1998-C2        
Securitization. All amounts received in respect to the L'Enfant Whole Loan will 
be allocated between L'Enfant Note A, L'Enfant Note B-1 and L'Enfant Note B-2,  
pro rata in accordance with the amounts due thereunder.                         

 The Borrower. The L'Enfant Whole Loan was made to Potomac Creek
Associates LP (the "L'Enfant Borrower"), a Delaware limited partnership. The    
principal of the L'Enfant Borrower is Sarakreek Holdings N.V., a publicly traded
Netherlands corporation that holds interests in commercial real estate in the   
United States.                                                                  

        Certain additional information regarding the L'Enfant Note B-2 and the
L'Enfant Property is set forth on Annex A hereto.                               

         The Property. The L'Enfant Property consists of three buildings located
in Washington, D.C. The North Building is an 8-story building which contains    
approximately 254,658 square feet of office space, 23,203 square feet of        
commercial space consisting of two branch banks and a full service gas station  
and 5,574 square feet of storage space. The East Building contains the 370 room 
Loews L'Enfant Plaza Hotel as well as approximately 384,842 square feet of      
office space, 40,505 square feet of retail space and 45,010 square feet of      
storage space and a 343 space parking garage facility. The Center Building is   
comprised of the Grand Plaza and four below grade levels, the first of which,   
known as La Promenade, contains approximately 135,676 square feet of retail     
space. Three additional below grade levels of parking which are linked to below 
grade level parking located in the North Building contain a total of 1306       
parking spaces.                                                                 

       Property Management. The L'Enfant Property (excluding that portion of
the L'Enfant Property which is operated by the Hotel Manager (as defined below))
is managed by Sarakreek Management Partners LLC (the "L'Enfant Manager")        
pursuant to a management agreement. The management agreement provides for the   
payment to the L'Enfant Manager of management fees of 4.25% of gross rents from 
non-hotel space, which are subordinated to payments under the L'Enfant Whole    
Loan, including the L'Enfant Note B-2. The L'Enfant Manager may be              

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terminated (i) upon an event of default under the L'Enfant Whole Loan or the    
L'Enfant Mezzanine Loan (as defined below), (ii) if the DSCR for the L'Enfant   
Whole Loan on a trailing twelve month basis falls below 1.05x for a 12 month    
period at any time prior to and including October 11, 2001 or below 1.10x       
thereafter or (iii) in the event of a default by the L'Enfant Manager under the 
management agreement. In addition, the portion of the L'Enfant Property which is
operated as a hotel is operated by Loews Hotels, Inc. (the "Hotel Manager")     
pursuant to a management agreement (the "Hotel Management Agreement"), which    
provides for a management fee determined on a sliding scale based on gross      
operating profits. The Hotel Manager may be terminated only upon an event of    
default under the Hotel Management Agreement.                                   

        Mezzanine Loan and Preferred Equity Interest. Potomac Creek Associates
LP II, the limited partner of the L'Enfant Borrower, a Delaware limited         
partnership, is the borrower (the "L'Enfant Mezzanine Borrower") under a        
mezzanine loan with an aggregate principal balance as of the Cut-off Date of    
$2,500,000 (the "L'Enfant Mezzanine Loan"), made by the CSFB Mortgage Loan      
Seller (in its capacity as mezzanine lender, the "L'Enfant Mezzanine Lender") on
September 18, 1998. The L'Enfant Mezzanine Loan is secured by, among other      
things, a pledge of the limited partnership interests in the L'Enfant Borrower  
and the stock of the general partner of the L'Enfant Borrower.                  

         The CSFB Mortgage Loan Seller owns a preferred equity interest (as such
holder, the "L'Enfant Special Limited Partner") in the L'Enfant Borrower having 
an initial equity investment in the amount of $45,000,000 (the "L'Enfant        
Preferred Equity Interest").                                                    

         The L'Enfant Mezzanine Lender and L'Enfant Special Limited Partner each
have certain approval rights over budgets and significant leases and can        
terminate and replace the L'Enfant Manager upon the occurrence of certain       
events. The rights of the L'Enfant Mezzanine Lender and the L'Enfant Special    
Limited Partner relating to budgeting, management and leases will be exercised  
through the L'Enfant Special Limited Partner, subject to the consent of the     
servicer of the CSFB 1998-C2 Securitization to such exercise.                   

       The L'Enfant Mezzanine Lender has agreed not to transfer its interest
in the L'Enfant Mezzanine Loan to any entity other than certain permitted       
institutional transferees unless each Rating Agency confirms that such transfer 
would not cause a withdrawal, qualification or downgrade of its then current    
ratings on the Certificates. Similarly, the L'Enfant Special Limited Partner has
agreed not to transfer the L'Enfant Preferred Equity Interest to any entity     
other than certain permitted institutional transferees unless each Rating Agency
confirms that such transfer would not cause a withdrawal, qualification or      
downgrade of its then current ratings on the Certificates.                      

        The CSFB Mortgage Loan Seller is currently in negotiations to sell the
L'Enfant Mezzanine Loan and Preferred Equity Interest. No assurance can be given
that such sale will occur.                                                      

   Litigation involving the L'Enfant Mortgage Loan. A portion of the
mortgaged property related to the L'Enfant Loan is the subject of a lawsuit, in 
which an amended complaint, dated November 23, 1999, was filed in the Superior  
Court of the District of Columbia. The lawsuit arises from negotiations that    
took place between the borrower and the plaintiff regarding the possible sale of
the hotel portion of the L'Enfant Property to the plaintiff prior to the        
origination of the L'Enfant Loan. The plaintiff asserts that the defendant      
L'Enfant Borrower breached a contract to sell the hotel portion of the L'Enfant 
Property to the plaintiff for $48.75 million. The hotel portion of the L'Enfant 
Property has an allocated loan amount of $20,430,000. The plaintiff is seeking  
specific performance and unspecified damages and in the alternative compensatory
damages based on the value of the hotel minus the $48.75 million purchase price.
The L'Enfant Borrower's motion to dismiss the lawsuit was denied on May 25, 2000
(see Stanford Hotels Corp. vs. Potomac Creek Associates, L.P., Civil Action No. 
99ca001413-RP, Super.Ct. D.C.) The L'Enfant Borrower believes that it will      
prevail in the lawsuit, however, there can be no assurance that the case will   
not ultimately be resolved against the L'Enfant Borrower. The L'Enfant Loan     
documents permit the release of the hotel portion of the L'Enfant Property      
following the defeasance of 125% of the allocated loan amount thereof, upon     
satisfaction of certain conditions (including obtaining the consent of the      
L'Enfant Mezzanine Lender, which consent is required to be given if the L'Enfant
Mezzanine Borrower prepays $27,337,500 of the L'Enfant Mezzanine Loan and       
L'Enfant Preferred Equity Interest). If specific performance is granted as      
relief to the plaintiff, it is likely that either a partial defeasance (possibly
on terms that do not meet the requirements of the L'Enfant loan documents or the
L'Enfant Mezzanine Loan documents) or a partial prepayment of the L'Enfant Loan 
would result. Any such prepayment could have an adverse effect on the yield to  
investors purchasing Certificates at a premium. If damages are granted to the   
plaintiff rather than specific performance, or if any proceeds of a forced sale 
of the hotel portion of the L'Enfant Property to the plaintiff are not          
sufficient to prepay or defease the allocated loan amount of the hotel          

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portion plus any damages awarded, there could be an impairment of the L'Enfant  
Borrower's ability to make timely payments on the L'Enfant Loan. In addition,   
the plaintiff has filed a notice of lis pendens against the property. An adverse
outcome of the litigation could also result in a default on the L'Enfant        
Mezzanine Loan. Any settlement of the litigation would require the consent of   
the holder of the L'Enfant Mezzanine Loan and the L'Enfant Preferred Equity     
Interest.                                                                       

       Potential Default under L'Enfant Mortgage Loan. The ultimate owner of
the entire interest in the L'Enfant Borrower is Sarakreek Holding NV            
("Sarakreek"), which has guaranteed certain obligations of the L'Enfant Borrower
under the L'Enfant Loan. The Depositor has received notice that Sarakreek is in 
default under a loan made to Sarakreek by Westbrook Partners L.P., a former     
affiliate. If the resolution of such loan default causes Sarakreek to become    
insolvent, a default would result under such guaranty which would also result in
a default under the L'Enfant Loan and the L'Enfant Mezzanine Loan.              

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------------------------------------------------------------------------------- 
THE CLAYPOOL EMBASSY SUITES LOAN
------------------------------------------------------------------------------- 

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
      -----------        -------------
     $30,000,000         $29,847,318

ORIGINATION DATE:       December 15, 1999                                       

INTEREST RATE:          8.85%                                                   

AMORTIZATION:           300 months                                              

ARD:                    January 1, 2010                                         

ARD BALANCE:            $25,320,702                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
      increases to the greater of 13.85% and
    Treasury plus 5% and all excess cash
      flow is used to reduce the outstanding
 principal balance; the additional
interest is deferred until the  
principal balance is zero       

MATURITY DATE:          January 1, 2025                                         

BORROWER (SPECIAL       Claypool Holdings, LLC, a single member LLC, the board  
PURPOSE ENTITY):        of managers of which contains two independent directors;
                      a non-consolidation opinion was obtained in connection
with origination                

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
three months prior to the ARD   

CUT-OFF DATE                                                                    
LOAN PER ROOM:          $82,909                                                 

UP-FRONT RESERVES:      Real Estate Tax:               $272,595                 

ONGOING RESERVES:       CapEx(1):                           Yes                 
       TI & LC(1):                         Yes
       Real Estate Tax(2):                 Yes
       FF&E(3):                             No

LOCKBOX:                Springing                                               

MEZZANINE:              No                                                      

----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Single Asset                                            

PROPERTY TYPE:          Hotel                                                   

LOCATION:               Indianapolis, IN                                        

YEAR BUILT/RENOVATED:   1983/1995                                               

OCCUPANCY(4):           71.3%                                                   

THE COLLATERAL:         One hotel with three floors of office                   
and retail space                

FEE OR LEASEHOLD:       Fee                                                     

SQUARE FOOTAGE:         391,423                                                 

NUMBER OF ROOMS:        360                                                     

PROPERTY MANAGEMENT:    Promus Hotels, Inc. (now Hilton Hotels                  
Corporation)                    

     M.S. Management and Retail Associates
 (Indiana), Inc. (for Ballroom and
Retail Space)                   

1999 NET OPERATING      $5,904,364                                              
INCOME:                                                                         

UNDERWRITTEN NET CASH   $4,730,075                                              
FLOW:                                                                           

APPRAISED VALUE:        $53,000,000                                             

CUT-OFF DATE LTV:       56.3%                                                   

ARD LTV:                47.8%                                                   

DSCR:                   1.59                                                    
----------------------------------------------------------------                

(1)  The Claypool Borrower is required to escrow $2,667 on a monthly basis      
   ($0.41/SF annually) for retail and office space into a tenant improvement
and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF
    annually) for retail and office space into a CapEx reserve. The balance of
the tenant improvement and leasing commission reserve is capped at    
$175,000.                                                             

(2)  The Claypool Borrower is required to make monthly payments into a real     
   estate tax escrow fund in an amount sufficient to accumulate funds needed
to pay all taxes prior to their respective due date.                  

(3)  The FF&E reserve fund requirement is waived so long as the Claypool        
 Borrower maintains a similarly funded account with the hotel management
company.                                                              

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(4)  Occupancy is based on the Claypool Borrower's December 31, 1999 operating  
 statement and reflects average hotel occupancy for the preceding twelve
month period. According to a rent roll dated May 31, 2000, the        
retail/office space is 98.2% occupied.                                

THE CLAYPOOL EMBASSY SUITES LOAN                                      

         The Loan. The seventh largest loan concentration (the "Claypool Embassy
Suites Loan") was originated and fully funded by or on behalf of Morgan Stanley 
Dean Witter Mortgage Capital Inc. on December 15, 1999. The Claypool Embassy    
Suites Loan is evidenced by a Note (the "Claypool Note") and secured by a first 
priority lien encumbering a hotel (the "Claypool Property") located in          
Indianapolis, Indiana.                                                          

    The Borrower. Claypool Holdings, LLC, a Delaware limited liability
company (the "Claypool Borrower") is a single purpose, bankruptcy-remote entity.
Melvin Simon is the principal of the Claypool Borrower. Mr. Simon is the        
co-chairman of the board of directors of Simon Properties Group.                

      Certain additional information regarding the Claypool Embassy Suites
Loan and the Claypool Property is set forth on Annex A hereto.                  

       The Property. The Claypool Borrower operates the Claypool Property as
an Embassy Suites hotel pursuant to a Franchise Agreement between the Claypool  
Borrower and Embassy Suites, Inc., as amended. The Claypool Property,           
constructed in 1983, is an 18-story hotel located in Indianapolis, Indiana, with
the three lowest floors comprised of approximately 77,413 square feet of retail 
and office space. The hotel contains 360 suites. The Claypool Borrower is the   
lessee under a lease for space at an adjacent property, which space is used as a
ballroom. The ballroom lease is mortgaged to the lender. Parking for the        
Claypool Property is provided pursuant to a certain parking lease agreement with
Court Street Associates, Inc., which parking lease agreement is mortgaged to the
lender.                                                                         

         Property Management. The Claypool Property (other than the retail space
and the ballroom) is managed by Promus Hotels, Inc. ("Promus") pursuant to a    
management agreement dated September 21, 1982. Promus merged with Hilton Hotels 
Corporation in 1999. A management fee equal to 5% of gross receipts, as well as 
various incentive payments based on the Claypool Property's performance, are    
payable to Promus pursuant to the Promus management agreement. The retail space 
and the leased ballroom space at the Claypool Property are managed under a      
separate agreement by M.S. Management Associates (Indiana), Inc. ("MS           
Management") that is terminable each November 30 after November 30, 1996 upon 60
days' notice to the other party. A management fee equal to 5% of gross receipts 
is payable to MS Management pursuant to the MS Management agreement. Both of    
these agreements were assigned to the lender and subordinated to the Claypool   
Embassy Suites Loan.                                                            

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-----------------------------------------------------------------------------   
 THE BMDC LOAN
-----------------------------------------------------------------------------   

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
     --------------      -------------
    $25,370,000.00       $25,306,142

ORIGINATION DATE:       January 14, 2000                                        

INTEREST RATE:          9.01%                                                   

AMORTIZATION:           360 months                                              

ARD:                    February 11, 2010                                       

ARD BALANCE:            $23,208,752                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
    increases by 2.00% to 11.01% and all
      excess cash flow is used to reduce the
  outstanding principal balance; the
  additional 2% interest is deferred
   until the principal balance is zero

MATURITY DATE:          February 11, 2030                                       

BORROWER (SPECIAL                                                               
PURPOSE ENTITY):        MCM Huntsville Finance Company, LLC,                    
      the single managing member of which is
      a special purpose entity, the board of
which contains an independent   
    director; a nonconsolidation opinion
was obtained in connection with 
origination                     

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
six months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:   $65                                                     

UP-FRONT RESERVES:      Deferred maintenance(1):     $2,686,579                 

ONGOING RESERVES:       CapEx(2):                           Yes                 
       TI & LC(2):                         Yes
Real Estate Taxes               
& Insurance                     
       Reserve(3):                         Yes

LOCKBOX:                Hard                                                    

MEZZANINE:              No                                                      

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----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Single Asset                                            

PROPERTY TYPE:          Office                                                  

LOCATION:               Huntsville, AL                                          

YEAR BUILT/RENOVATED:   1968/1989                                               

OCCUPANCY(4):           100%                                                    

THE COLLATERAL:         2-story office building                                 

FEE OR LEASEHOLD:       Fee                                                     

               LEASE
MAJOR TENANT            NRSF      % OF NRA  EXPIRATION                          
------------            ----      --------  ----------                          
The United States of    389,500     100%     6/30/09                            
America by General                                                              
Services Administration                                                         

SQUARE FOOTAGE:         389,500                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME:                 $3,762,890                                              

UNDERWRITTEN NET CASH                                                           
FLOW:                   $3,400,576                                              

APPRAISED VALUE:        $44,000,000                                             

CUT-OFF DATE LTV:       57.5%                                                   

ARD LTV:                52.7%                                                   

DSCR:                   1.39                                                    

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(1)  The repair escrow fund was required to fund certain repairs, including the 
    replacement of the boiler, interior repairs and ADA compliance at the BMDC
Property.                                                             

(2)  The BMDC Borrower is required to escrow $76,065.59 on a monthly basis      
  ($0.20/SF annually) for the first five years of the term of the loan and
     $16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
 of the loan into two separate tenant improvement and leasing commission
  reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
reserve.                                                              

(3)  The BMDC Borrower is required to make monthly payments into a tax and      
     insurance escrow fund in an amount sufficient to accumulate funds needed to
  pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof pay all taxes and insurance  
premiums 30 days before they become due.                              

(4)  Occupancy is based on the January 14, 2000 rent roll.                      

THE BMDC LOAN                                                         

       The Loan. The eighth largest loan concentration (the "BMDC Loan") was
originated by the CSFB Mortgage Loan Seller on January 14, 2000. The BMDC Loan  
is secured by a first priority lien encumbering an office building located in   
Huntsville, Alabama (the "BMDC Property").                                      

        The Borrower. The BMDC Loan was made to MCM Huntsville Finance Company
LLC, a Delaware limited liability company (the "BMDC Borrower"). The BMDC       
Borrower has been structured as a single purpose, bankruptcy remote limited     
liability company with (i) a single managing member which is a single purpose,  
bankruptcy remote Delaware corporation, the board of directors of which contains
an independent director, and (ii) a single non-managing member which is a single
purpose Delaware limited liability company. The key principal of the BMDC       
Borrower is Loeb Partners Realty and Development Corp., a Delaware corporation, 
the President of which is Joseph S. Lessor and the Vice President of which is   
Alan L. Gordon.                                                                 

       Certain additional information on the BMDC Loan and the BMDC Property
is set forth on Annex A hereto.                                                 

         The Property. The BMDC Property consists of one office building located
at 106 Wynn Drive, Huntsville, Alabama. The BMDC Property is a 2-story office   
building which was constructed in 1968 and renovated in 1989 and has a net      
rentable area of approximately 389,500 square feet.                             

  Property Management. The BMDC Property is self-managed. The BMDC
Borrower's organizational documents permit the managing member to receive a fee 
of three percent (3%) of gross rents for the managing member's services rendered
to the BMDC Borrower in connection with the BMDC Property. Such fees are subject
and subordinate to the BMDC Loan. The BMDC Loan documents provide that upon an  
event of default, or failure of the debt service coverage ratio to be at least  
1.15, the Lender can require the BMDC Borrower to cease self-management of the  
BMDC Property and replace the manager with a new manager approved by Lender.    

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------------------------------------------------------------------------------- 
 THE GENTRY PORTFOLIO LOAN
------------------------------------------------------------------------------- 

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE(1):       ORIGINAL          CUT-OFF DATE                      
      -----------        -------------
    $25,000,000        $24,972,537

ORIGINATION DATE:       April 17, 2000                                          

INTEREST RATE:          8.07%                                                   

AMORTIZATION:           360 months                                              

ARD:                    May 11, 2010                                            

ARD BALANCE(1):         $22,404,467                                             

HYPERAMORTIZATION:      After the ARD, the interest rate                        
    increases by 2.00% to 10.07% and all
      excess cash flow is used to reduce the
  outstanding principal balance; the
  additional 2% interest is deferred
   until the principal balance is zero

MATURITY DATE:          May 11, 2030                                            

BORROWER (SPECIAL       GPP, LLC, the managing member of which is a special     
PURPOSE ENTITY):        purpose entity, the board of which contains an          
                   independent director; non-consolidation opinion was
       obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
two months prior to the ARD     

CUT-OFF DATE                                                                    
LOAN PER SQUARE         $87                                                     
FOOT(1):                                                                        

UP-FRONT RESERVES(1):   Deferred Maintenance(2):        $25,000                 
       Other Reserve(3):              $465,000

ONGOING RESERVES(1):    CapEx (4) :                         Yes                 
       TI & LC(5) :                        Yes
Real Estate Taxes               
& Insurance                     
       Reserve(6):                         Yes

LOCKBOX:                Hard                                                    

PARTIAL DEFEASANCE:     Yes; Release Price of 125% of Property                  
Release Amount                  

MEZZANINE:              No                                                      
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Portfolio of 3 Assets                                   

PROPERTY TYPE:          Office/warehouse                                        

LOCATION:               Honolulu, HI                                            
Waipahu, HI                     

YEAR BUILT/RENOVATED:   Gentry Business Park        1990                        
Waipio Industrial Court     1990
     Gentry Pacific Design       1925/1988
Center                          

OCCUPANCY(4):           Gentry Business Park        100%                        
Waipio Industrial Court     96% 
Gentry Pacific Design       95% 
Center                          

THE COLLATERAL:         Five office/warehouse/industrial                        
properties                      

FEE OR LEASEHOLD:       Fee                                                     

GENTRY BUSINESS PARK                                                            
                 LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION                          
--------------               ---- --------  ----------                          
American Mover's Inc.      71,300   100%     10/31/07                           
USC Int'l                  14,875  37.8%     3/31/03                            
Hawaii Transfer             6,373  16.2%     3/31/01                            

WAIPIO INDUSTRIAL COURT                                                         
                 LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION                          
--------------               ---- --------  ----------                          
Raynor Pacific                                                                  
Overhead Doors.             4,480   10.4     12/31/00                           
PSC Associates Inc.         3,360    7.8     11/30/04                           
Uleg & Balogen              2,560    6.0     2/28/02                            

GENTRY PACIFIC DESIGN CENTER                                                    
                 LEASE
MAJOR TENANTS                NRSF % OF NRA  EXPIRATION                          
--------------               ---- --------  ----------                          
Gentry Homes               16,966  12.7%     3/31/09                            
Interior Accents           10,350   7.8      4/30/10                            
Daniel Inc.                 7,716   5.8      10/31/01                           

SQUARE FOOTAGE(1):      287,780                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME(1):              $2,697,522                                              

UNDERWRITTEN NET CASH                                                           
FLOW(1):                $2,704,170                                              

APPRAISED VALUE(1):     $34,400,000                                             

CUT-OFF DATE LTV(1):    72.6%                                                   

ARD LTV(1):             65.1%                                                   

DSCR(1):                1.22                                                    

----------------------------------------------------------------                

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(1)  For the Gentry Portfolio in the aggregate.                                 

(2)  The deferred maintenance reserve is required to fund certain repairs       
identified in the engineering report.                                 

(3)  At closing, an occupancy reserve was established of $465,000, which        
will be released upon occupancy and commencement of rental payments by
certain tenants.                                                      

(4)  Occupancy is based on the February 29, 2000 rent roll.                     

(5)  The Gentry Borrower is required to escrow $11,848.58 on a monthly basis    
($0.49/SF annually) into a tenant improvement and leasing commission  
   reserve and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx
reserve.                                                              

(6)  The Gentry Borrower is required to make monthly payments into a tax and    
     insurance escrow fund in an amount sufficient to accumulate funds needed to
  pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.                             

THE GENTRY PORTFOLIO LOAN                                             

       The Loan. The ninth largest loan concentration (the "Gentry Portfolio
Loan") was originated by MP Financial Group, Ltd. and assigned to the CSFB      
Mortgage Loan Seller on April 17, 2000. The Gentry Portfolio Loan is secured by 
a first priority lien encumbering the fee interest in three properties          
consisting of six office/warehouse/industrial buildings located in the area of  
Honolulu and Waipahu, Hawaii (individually, a "Gentry Property" and             
collectively, the "Gentry Properties").                                         

   The Borrower. The Gentry Portfolio Loan was made to GPP, LLC (the
"Gentry Borrower"), a Hawaii limited liability company. The principal of Gentry 
Borrower is Norman Gentry (the "Gentry Principal"). The Gentry Principal and its
affiliates have been one of the larger home builders in Hawaii for many years,  
where they have built more than 15,000 single family and multifamily homes. In  
addition they developed over 2 million square feet of retail, office and        
industry facilities located in Hawaii and the western United States.            

     Certain additional information on the Gentry Portfolio Loan and the
Gentry Properties is set forth on Annex A hereto.                               

The Properties. The Gentry Properties consist of six          
office/warehouse/industrial buildings located in the area of Honolulu and       
Waipahu, Hawaii. The Gentry Pacific Design Center is an                         
office/warehouse/showroom building located in Honolulu Hawaii and has a net     
rentable area of approximately 134,139 square feet. The five other Gentry       
Properties are all located in the area of Waipahu, Hawaii. The second building  
known as Gentry Business Park Lot 50 is an office/warehouse building having a   
net rentable area of approximately 12,746 square feet. The third building known 
as Gentry Business Park Lot 51 is an office/warehouse building having a net     
rentable area of approximately 11,763 square feet. The fourth Property is known 
as Gentry Business Park Lot 81 is an office/warehouse building having a net     
rentable area of approximately 14,875 square feet. The fifth Property known as  
Gentry Business Park Lot 100 is an office/warehouse building having a net       
rentable area of approximately 71,300 square feet. The sixth building is an     
industrial property known as Waipahu Industrial Park having a net rentable area 
of 42,957 square feet.                                                          

Property Management. The Gentry Properties are managed by EPS 
Properties, Inc., a Hawaii corporation (the "Gentry Manager"), pursuant to a    
management agreement. The management agreement generally provides for the       
payment to Gentry Manager of management fees of a monthly fee of $3,850 for the 
Gentry Pacific Design Center, a $950 monthly fee for Gentry Waipio Industrial   
Court and a monthly fee of $80 for each lot comprising the balance of the       
properties. The Gentry Manager may be terminated (i) upon an event of default   
under the Gentry Portfolio Loan, (ii) if the DSCR for the Gentry Portfolio Loan 
falls below 1.10, or (iii) in the event of a default by the Gentry Manager under
the management agreement.                                                       

    Approximately 24,491 square feet of net rentable area is leased to
tenants that are affiliates of the Borrower (accounting for approximately 1% of 
net rentable area). Such affiliates' leases are at market rents and such        
affiliates' obligations under such leases are guaranteed by such affiliates'    
parent companies.                                                               

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------------------------------------------------------------------------------- 
 THE AMAZON.COM LOAN
------------------------------------------------------------------------------- 

----------------------------------------------------------------                
Loan Information                  
----------------------------------------------------------------                

PRINCIPAL BALANCE:          ORIGINAL          CUT-OFF DATE                      
   --------------       ------------
   $23,000,000.00        $22,986,863

ORIGINATION DATE:       May 12, 2000                                            

INTEREST RATE:          8.785%                                                  

AMORTIZATION:           360 months                                              

ARD:                    June 11, 2010                                           

ARD BALANCE:            $20,939,653                                             

HYPERAMORTIZATION:      After the ARD the interest rate                         
    increases by 2.00% to 10.70% and all
      excess cash flow is used to reduce the
  outstanding principal balance; the
  additional 2% interest is deferred
      until capital the principal balance is
zero                            

MATURITY DATE:          June 11, 2030                                           

BORROWER (SPECIAL       WRC.COM Tower LLC and WRC.Com                           
PURPOSE ENTITY):        Development LLC, each a single purpose                  
                        entity, the single managing member of which is a special
              purpose entity, the board of which contains an
                    independent director; a nonconsolidation opinion was
       obtained in connection with origination

CALL PROTECTION:        Two-year prepayment lockout from the                    
date of securitization with U.S.
    Treasury defeasance thereafter until
three months prior to the ARD   

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:   $120                                                    

UP-FRONT RESERVES:      Parking                      $3,900,000                 
Structure(1):                   
       Ground Lease:                  $300,000

ONGOING RESERVES:       CapEx(2):                           Yes                 
       TI & LC(2):                          No
Real Estate Taxes &             
       Insurance Reserve(3):               Yes
       Ground Lease                        Yes
Reserve(4):                     

LOCKBOX:                Hard                                                    

MEZZANINE:              No                                                      
----------------------------------------------------------------                

----------------------------------------------------------------                
Property Information                  
----------------------------------------------------------------                

SINGLE ASSET/PORTFOLIO: Single Asset                                            

PROPERTY TYPE:          Office                                                  

LOCATION:               Seattle, WA                                             

YEAR BUILT/RENOVATED:   1932/1999                                               

OCCUPANCY(5):           100%                                                    

THE COLLATERAL:         16-story office building                                

FEE OR LEASEHOLD:       Leasehold                                               

                 LEASE
MAJOR TENANTS             NRSF    % OF NRA  EXPIRATION(4)                       
-------------             ----    --------  ------------                        
Amazon.com               184,040    96.5%    06/30/09                           
Gentle Dental              4,633     2.4%    09/14/02                           
Amazon.com                 2,135     1.1%    06/30/09                           
(storage)                                                                       

SQUARE FOOTAGE:         190,808                                                 

PROPERTY MANAGEMENT:    Self Managed                                            

1999 NET OPERATING                                                              
INCOME:                 NA                                                      

UNDERWRITTEN NET CASH                                                           
FLOW:                   $2,505,012                                              

APPRAISED VALUE:        $31,250,000                                             

CUT-OFF DATE LTV:       67.2%                                                   

ARD LTV:                60.6%                                                   

DSCR:                   1.26                                                    

---------------------------------------------------------------                 

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(1)  The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund
    for construction of a parking structure; $1,400,000 to be disbursed to the
 Amazon Borrower upon receipt of a final building permit for the parking
structure. If the parking structure has not been completed by November
2001, the balance may be applied to prepay the Amazon.com Loan.       

(2)  The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20
   SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
 November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a
   tenant improvement and leasing commission reserve and $4,250 on a monthly
     basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
  does not extend its lease, then a cash trap is imposed until new tenants
are in place resulting in a DSCR of 1.20. In addition, Amazon.com (the
building tenant) has pledged a security deposit of $6.4 million to the
Amazon Borrower. The assignment of the security deposit and all rights
under the related custodial agreement were pledged to the Lender. The 
amount required to be maintained in such security deposit decreases by
 $2.50 psf per year through 2006 (but not below $10 psf), and thereafter
must be maintained at $1.875 million through the expiration of the    
  Amazon.com lease. The required security deposit may be reduced by 50% or
   reduced to zero if the tenant achieves certain benchmarks with respect to
cashflow and credit rating.                                           

(3)  The Amazon Borrower is required to make monthly payments into a tax and    
     insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to that respective due date and (ii) insurance
premiums prior to the expiration thereof.                             

(4)  The Amazon Borrower is required to make monthly deposits in the ground     
   lease escrow fund in the amount of $16,667 until such time as the balance
on deposit is equal to $300,000.                                      

(5)  Occupancy is based on the March 31, 2000 rent roll.                        

THE AMAZON.COM LOAN                                                   

        The Loan. The tenth largest loan concentration (the "Amazon.com Loan")
was originated by the CSFB Mortgage Loan Seller on May 12, 2000. The Amazon.com 
Loan is secured by a first priority lien encumbering an office building and     
adjacent parking lot located in Seattle, Washington (the "Amazon Property").    

     The Borrower. The Amazon.com Loan was made to two borrowers, each a
Washington limited liability company (collectively, the "Amazon Borrower"). Each
of the Amazon Borrowers has been structured as a single purpose, bankruptcy     
remote limited liability company with a single managing member which is a single
purpose, bankruptcy remote Washington limited liability company, the members of 
which include an independent member. The key principal of the Amazon Borrower is
Wright Runstad Associates Limited Partnership, a Washington limited partnership.

      Certain additional information on the Amazon.com Loan and the Amazon
Property is set forth on Annex A hereto.                                        

       The Property. The Amazon Property consists of one office building and
an adjacent parking lot located at 1200 12th Avenue South, Seattle, Washington. 
The Amazon Property is a 16-story landmarked office building which was          
constructed in 1932 and was upgraded in 1992 and partially renovated in 1999 and
has a net rentable area of approximately 190,808 square feet.                   

       Property Management. The Amazon Property is managed by Wright Runstad
Associates Limited Partnership (the "Manager"), an affiliate of the Amazon      
Borrower. The management agreement provides for the Manager to receive a fee of 
4% of gross operating receipts for the Amazon Manager's services rendered to the
Amazon Borrower in connection with the Amazon Property. Such fees are subject   
and subordinate to the Amazon.com Loan. The Amazon.com Loan documents provide   
that upon an event of default, the Lender can require the Amazon Manager to     
cease management of the Amazon Property and replace the Amazon Manager with a   
new manager approved by Lender.                                                 

   Release of Parcels. Upon completion of the parking structure, the
parking lot parcel will be released from the lien of the deed of trust.         

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ENVIRONMENTAL MATTERS                                                           

     The information set forth in this prospectus supplement is based on
information contained in the environmental assessments described under          
"Description of the Mortgage Loans--CSFB Underwriting Standards" and "--MSDWMC  
Underwriting Standards" and "--NCCB Underwriting Standards."                    

      Environmental Insurance. The Bush Terminal property is an industrial
property located in Brooklyn, New York as to which the Phase I environmental    
assessment noted various potential environmental concerns and recommended a     
Phase II environmental assessment be performed. In lieu of performing a Phase II
environmental assessment, the lender purchased a Secured Creditor Impaired      
Property policy in the amount of $20,300,000 (100% of loan amount) with respect 
to that property. In the event of a default by the borrower under the mortgage  
loan and the existence of an environmental condition, the policy covers the     
outstanding loan balance, subject to the policy's definitions, terms and        
conditions. The policy also covers claims made against the lender with respect  
to bodily injury, property damage or environmental cleanup costs, also subject  
to the policy's definitions, terms and conditions. The policy is for a 15-year  
period, is renewable for portions of the coverage subject to terms and          
conditions, and has a $75,000 deductible. The insurance company is Commerce and 
Industry Insurance Company ("C&I") with a rating of "AAA" by Fitch and S&P. In  
addition to the Secured Creditor Impaired Property Policy, the borrower         
purchased for the benefit of the lender a $1 million environmental insurance    
policy from C&I that protects lenders from certain damages caused by            
environmental hazards. This policy has a $25,000 deductible.                    

         The Normandie Village Shopping Center property is located in an area of
known soil and groundwater contamination in Wichita, Kansas. The lender has     
purchased a Secured Creditor Impaired Property policy in the amount of          
$6,400,000 (125% of loan amount) with respect to that property. In the event of 
a default by the borrower and the existence of an environmental condition, the  
policy covers the lesser of environmental clean-up costs required by a          
governmental entity or the outstanding loan balance, subject to the policy's    
definitions, terms and conditions. The policy also covers claims made against   
the lender with respect to bodily injury, property damage or environmental      
cleanup costs, also subject to the policy's definitions, terms and conditions.  
The policy is for the lesser of a 10-year period or the term of the loan, is    
renewable subject to terms and conditions, and has a $25,000 deductible. The    
insurance company is American International Specialty Lines Insurance Company   
("AISLIC") with a rating of "AAA" by Fitch and S&P.                             

      The Inland Star property is an industrial distribution and warehouse
facility. The Phase I environmental assessment did not note any material        
environmental concerns. However, since hazardous substances were located on the 
property, the borrower has purchased a Secured Creditor Impaired Property policy
in the amount of $16,500,000 (125% of loan amount) with respect to that         
property. In the event of a default by the borrower and the existence of an     
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or       
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for a 15-year period, is renewable for portions of the
coverage subject to terms and conditions, and has no deductible. The insurance  
company is AISLIC.                                                              

       The Phase I environmental assessment that was conducted in connection
with the Settler's Green loan recommended a Phase II environmental assessment be
conducted because of the former use of the property as an airport. In lieu of   
conducting the Phase II environmental assessment, lender purchased a Pollution  
Legal Liability Select policy in the amount of $1,000,000 with respect to that  
property. The environmental firm that conducted the Phase I estimated that the  
maximum liability associated with environmental issues was $500,000. In the     
event of an environmental expense to the borrower, the policy covers the        
environmental clean-up costs, subject to the policy's definitions, terms and    
conditions. The policy also covers claims made against the borrower with respect
to bodily injury, property damage or environmental cleanup costs, also subject  
to the policy's definitions, terms and conditions. The policy is for a 10-year  
period, is renewable subject to terms and conditions, and has a $50,000         
deductible. The insurance company is AISLIC.                                    

        The IPC Retail Portfolio property known as Comotara Shopping Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas. 
The lender has purchased a Secured Creditor Impaired Property policy in the     
amount of $4,600,000 (135% of allocated loan amount) with respect to that       
property. In the event of a default by the borrower and the existence of an     
environmental condition, the policy covers the outstanding loan balance,        

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subject to the policy's definitions, terms and conditions. The policy also      
covers claims made against the lender with respect to bodily injury, property   
damage or environmental cleanup costs, also subject to the policy's definitions,
terms and conditions. The policy is for the lesser of an 18-year period or the  
term of the loan, is renewable subject to terms and conditions, and has no      
deductible. The insurance company is C&I.                                       

      The IPC Retail Portfolio property known as Brittany Retail Center is
the site of a former dry cleaning operation, and is located in Wichita, Kansas. 
The lender has purchased a Secured Creditor Impaired Property policy in the     
amount of $12,500,000 (156% of allocated loan amount) with respect to that      
property. In the event of a default by the borrower and the existence of an     
environmental condition, the policy covers the outstanding loan balance, subject
to the policy's definitions, terms and conditions. The policy also covers claims
made against the lender with respect to bodily injury, property damage or       
environmental cleanup costs, also subject to the policy's definitions, terms and
conditions. The policy is for the lesser of an 18-year period or the term of the
loan, is renewable subject to terms and conditions, and has no deductible. The  
insurance company is C&I.                                                       

        The Johnson Controls property is located on land used by the U.S. Army
as a tank plant location from 1940 until the early 1990s. The soil and          
groundwater impact at the property exceeds the contamination level for          
residential use but not industrial use. The lender has purchased a Secured      
Creditor Impaired Property policy in the amount of $18,000,000 (100% of loan    
amount) with respect to that property. In the event of a default by the borrower
and the existence of an environmental condition, the policy covers the          
outstanding loan balance, subject to the policy's definitions, terms and        
conditions. The policy also covers claims made against the lender with respect  
to bodily injury, property damage or cleanup costs resulting from pollution     
conditions, also subject to the policy's definitions, terms and conditions. The 
policy is for a 20 year period, is renewable subject to the terms and           
conditions, and has a $250,000 deductible. The insurance company is C&I.        

 The Your Extra Attic property is located in the vicinity of two
properties that have reported petroleum releases. The lender has purchased a    
Secured Creditor Impaired Property policy in the amount of $3,100,000 (100% of  
loan amount) with respect to that property. In the event of a default by the    
borrower and the existence of an environmental condition, the policy covers the 
lesser of the outstanding loan balance or the clean up costs, subject to the    
policy's definitions, terms and conditions. The policy also covers claims made  
against the lender with respect to bodily injury, property damage or cleanup    
costs resulting from pollution conditions, also subject to the policy's         
definitions, terms and conditions. The policy is for a 20 year period, is       
renewable subject to the terms and conditions, and has a $10,000 deductible. The
insurance company is AISLIC.                                                    

        The Conjunctive Points-Pittard Sullivan property, which is part of the
Conjunctive Points Office and Industrial Portfolio loan, was used for aerospace 
manufacturing from 1940 until the early 1990s. Investigations revealed soil and 
groundwater contamination in the leasehold parking lot of 3545 Hayden Avenue for
which further monitoring may be required. The lender has purchased a Secured    
Creditor Impaired Property policy in the amount of $1,500,000 (7.0% of the      
portfolio loan amount) with respect to that property. In the event of a default 
by the borrower and the existence of an environmental condition, the policy     
covers the outstanding loan balance, up to the insurance amount, subject to the 
policy's definitions, terms and conditions. The policy also covers claims made  
against the lender with respect to bodily injury, property damage or cleanup    
costs resulting from pollution conditions, also subject to the policy's         
definitions, terms and conditions. The policy is for a 15 year period and is    
renewable subject to the terms and conditions. The insurance company is C&I.    

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS                              

    General. For a detailed presentation of the characteristics of the
Mortgage Loans on a loan-by-loan basis, see Annex A hereto.                     

 Due Dates. The Mortgage Loans provide for scheduled payments of
principal and interest to be due on various days (each, a "Due Date") of each   
month. With respect to 64 Mortgage Loans (representing approximately 54.3% of   
the Initial Pool Balance), the Due Date is the 11th day of each month, with     
respect to 146 Mortgage Loans (representing approximately 41.2% of the Initial  
Pool Balance), the Due Date is the 1st day of each month and with respect to one
Mortgage Loan (representing 4.5% of the Initial Pool Balance), the Due Date is  
the 9th day of each month. No Mortgage Loan has a grace period for payment      
defaults that extends beyond the related Determination Date (as defined herein).

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       Mortgage Rates; Calculations of Interest. Seventy-two Mortgage Loans,
representing 14.7% of the Initial Pool Balance, accrue interest on the basis of 
a 360-day year consisting of twelve 30-day months (a "30/360" basis). The       
balance of the Mortgage Loans accrue interest on the basis of the actual number 
of days elapsed in a 360-day year (an "Actual/360" basis). Each of the Mortgage 
Loans accrues interest at the related Mortgage Rate, which is fixed for the     
entire remaining term to maturity (or, in the case of an ARD Loan, the remaining
term to Anticipated Repayment Date) of such Mortgage Loan. Except as described  
below under "--Excess Interest," most of the Mortgage Loans accrue interest at a
higher rate after their respective Anticipated Repayment Dates. Each Mortgage   
Loan generally requires the related borrower to make a constant monthly payment 
of principal and interest (each, a "Monthly Payment") that is calculated based  
on the related Mortgage Rate, the amortization schedule for such Mortgage Loan  
and the initial principal balance thereof and (other than the NCCB Mortgage     
Loans utilizing an Actual/360 basis) assumes that such Mortgage Loan accrues    
interest on a 30/360 basis. As used herein, the term "Mortgage Rate" refers to  
the rate at which interest accrues on an ARD Loan (as defined below) prior to   
its Anticipated Repayment Date.                                                 

        Excess Interest. Sixty-seven of the Mortgage Loans, representing 63.1%
of the Initial Pool Balance, are Mortgage Loans (the "ARD Loans") which bear    
interest at their respective Mortgage Rates until an Anticipated Repayment Date.
Commencing on the respective Anticipated Repayment Date, such Mortgage Loans    
generally will bear interest at a fixed rate (the "Revised Rate") per annum     
equal to the Mortgage Rate plus a specified percentage (generally, no more than 
2.00%, so long as the Mortgage Loan is included in the Trust Fund). Until the   
principal balance of each such Mortgage Loan has been reduced to zero, such     
Mortgage Loan will only be required to pay interest at the Mortgage Rate, and   
the interest accrued at the excess of the related Revised Rate over the related 
Mortgage Rate will be deferred (such accrued and deferred interest and interest 
thereon, if any, is referred to herein as "Excess Interest"). The date on which 
such Mortgage Loan begins accruing Excess Interest is referred to herein as the 
"Anticipated Repayment Date" or "ARD." Except where limited by applicable law,  
Excess Interest will not be added to the principal balance of the related       
Mortgage Loan but will accrue interest at the Revised Rate. Prior to the        
Anticipated Repayment Date, borrowers under ARD Loans generally have entered    
into, or will be required to enter into, a lockbox agreement whereby all revenue
generally will be deposited directly into a Lockbox Account (as defined herein) 
controlled by the related Servicer (other than with respect to the L'Enfant     
Loan) following the Anticipated Repayment Date. From and after the Anticipated  
Repayment Date, the related borrower generally will be required to apply all    
monthly cash flow from the related Mortgaged Property to pay the following      
amounts in the following order of priority: (i) required payments to the tax and
insurance escrow fund and any ground lease escrow fund, (ii) payment of monthly 
debt service (at the initial mortgage loan rate and amortization), (iii)        
payments to any other required escrow funds, (iv) payment of operating expenses 
pursuant to the terms of an annual budget approved by the related Servicer, (v) 
payment of approved extraordinary operating expenses or capital expenses not set
forth in the approved annual budget or allotted for in any escrow fund, (vi)    
principal on the Mortgage Loan until such principal is paid in full and (vii)   
Excess Interest, until paid in full. The cash flow from the Mortgaged Property  
securing an ARD Loan after payments of items (i) through (v) above is referred  
to herein as "Excess Cash Flow." As described below, each ARD Loan generally    
provides that the related borrower is prohibited from prepaying the Mortgage    
Loan until one to six months prior to the Anticipated Repayment Date but, upon  
the commencement of such period, may prepay the loan, in whole or in part,      
without payment of a Prepayment Premium or Yield Maintenance Charge. The        
Anticipated Repayment Date for each ARD Loan is listed in Annex A.              

       The holder of 100% of the Class V-1 Certificates will have the option
for up to two months after the Anticipated Repayment Date for any CSFB Mortgage 
Loan which is an ARD Loan, and the holder of 100% of the Class V-2 Certificates 
will have the option for up to two months after the Anticipated Repayment Date  
for any MSDWMC Mortgage Loan which is an ARD Loan, in each case, to purchase    
such ARD Loan at a price equal to its outstanding principal balance plus accrued
and unpaid interest, any unreimbursed Advances with interest thereon and any    
special servicing fees due with respect thereto. As a condition to such         
purchase, each such holder will be required to deliver an opinion of counsel to 
the effect that such purchase (or such right to purchase) would not cause (a)   
either REMIC to fail to qualify as a REMIC under the Code (as defined herein) at
any time that any Certificate is outstanding and (b) would not cause the        
arrangement between the Trust Fund and the Class V-1 Certificateholders or Class
V-2 Certificateholders, as applicable, to be other than a grantor trust for     
federal income tax purposes, and (i) an opinion of counsel to the effect that   
such purchase would not result in a gain which would be subject to the tax on   
net income derived from prohibited transactions imposed by Code Section         
860F(a)(1) or otherwise result in the imposition of any other tax on either     
REMIC under the REMIC provisions of the Code or (ii) an accountant's            
certification to the effect that such purchase would not result in the          
realization of any net income to either REMIC.                                  

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         Amortization of Principal. Certain Mortgage Loans (the "Balloon Loans")
provide for monthly payments of principal based on amortization schedules at    
least 60 months longer than their original terms, thereby resulting in          
substantial principal amounts due and payable (each such payment, a "Balloon    
Payment") on their respective maturity dates, unless previously prepaid. The    
remaining Mortgage Loans are either (i) Mortgage Loans that fully amortize or,  
in the case of any such Mortgage Loans that accrue interest on an Actual/360    
basis, substantially fully amortize, over their terms and are not ARD Loans     
(such Mortgage Loans, the "Fully Amortizing Loans") or (ii) ARD Loans.          

AMORTIZATION CHARACTERISTICS OF THE MORTGAGE LOANS

                                % OF INITIAL POOL        NUMBER OF
    TYPE OF LOAN                       BALANCE            MORTGAGE LOANS
    ------------                       -------            --------------
ARD Loans                                    63.1%                  67          
Fully Amortizing Loans                                                          
(other than ARD Loans)                      3.7%                  36          
Balloon Loans                                33.2%                 108          
                                  -----                  ---
TOTAL                                       100.0%                 211          
                                  =====                  ===

Prepayment Provisions. Each Mortgage Loan restricts voluntary 
prepayments in one or more of the following ways: (i) by prohibiting any        
prepayments for a specified period of time after the date of origination of such
Mortgage Loan (a "Lockout Period"), (ii) by requiring that any voluntary        
principal prepayment made during a specified period of time after the date of   
origination of such Mortgage Loan or, in the case of a Mortgage Loan also       
subject to a Lockout Period, after the date of expiration of such Lockout Period
(a "Yield Maintenance Period") be accompanied by a Yield Maintenance Charge (as 
defined below) and/or (iii) by imposing fees or premiums generally equal to a   
percentage of the then outstanding principal balance of such Mortgage Loan      
("Prepayment Premiums") in connection with full or partial voluntary principal  
prepayments for a specified period of time after the expiration of the related  
Lockout Period and any Yield Maintenance Period (a "Prepayment Premium Period").
The Mortgage Loans generally permit prepayments to be made either (i) on a Due  
Date or (ii) provided that such prepayment is accompanied by interest through   
the next Due Date, on any date. All of the Mortgage Loans specify a period of   
time (generally one to six months) prior to the maturity date or Anticipated    
Repayment Date, as applicable, of such Mortgage Notes during which there are no 
restrictions on voluntary prepayments on any Due Date. For the purposes of this 
Prospectus Supplement and the statistical information presented herein, (i) the 
entire principal balance of each Additional Collateral Loan is deemed to be     
subject to a Lockout Period for the related Remaining Lockout period set forth  
on Annex A hereto, notwithstanding the fact that Required Prepayments could     
occur under such Additional Collateral Loans during such Lockout Period and (ii)
it is assumed that each ARD Loan prepays on the related Anticipated Repayment   
Date, notwithstanding the fact that prepayments could occur under such ARD Loans
prior to such Anticipated Repayment Date and that, in either case, such         
prepayments would not be accompanied by payment of a Yield Maintenance Charge or
Prepayment Premium. See "Risk Factors--Risks Related to the Mortgage            
Loans--Certain Loans May Require Principal Paydowns which May Reduce the Yield  
on Your Certificates" and "--Risks Related to The Offered                       
Certificates--Prepayments and Defaults May Reduce the Yield on Your             
Certificates."                                                                  

         The "Yield Maintenance Charge" for any Mortgage Loan providing for such
a charge generally will be equal to the greater of (i) a specified Prepayment   
Premium and (ii) the present value, as of the date of such prepayment, of the   
remaining scheduled payments of principal and interest on the portion of the    
Mortgage Loan being prepaid (including any Balloon Payment or, with respect to  
any ARD Loans, the remaining principal balance due on the related Anticipated   
Repayment Date) determined by discounting such payments at the Yield Rate, less 
the amount prepaid.                                                             

        Greater detail on specific yield maintenance formulas relating to some
of the Mortgage Loans is provided in Annex A.                                   

      The "Yield Rate" generally is defined as a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in       
"Federal Reserve Statistical Release H.15 - Selected Interest Rates" under      

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the heading U.S. Government Securities/Treasury constant maturities for the week
ending prior to the date of the relevant prepayment of any Mortgage Loan, of    
U.S. Treasury constant maturities with maturity dates (one longer, one shorter) 
most nearly approximating the maturity date (or, with respect to ARD Loans, the 
Anticipated Repayment Date) of the Mortgage Loan being prepaid or the monthly   
equivalent of such rate. Generally, if Federal Reserve Statistical Release H.15 
- Selected Interest Rates is no longer published, the Servicers, on behalf of   
the Trustee, will select a comparable publication to determine the Yield Rate   
with respect to their related Mortgage Loans.                                   

  The following table sets forth for the Distribution Date in each
indicated month the percentage of the aggregate Stated Principal Balance of all 
Mortgage Loans expected to be outstanding (after giving effect to scheduled     
principal payments for the Due Date relating to such Distribution Date) with    
respect to which (i) a Lockout Period is in effect, (ii) a prepayment must be   
accompanied by (a) a Yield Maintenance Charge, (b) a prepayment penalty equal to
the greater of a Yield Maintenance Charge ("YM" on such table) or a Prepayment  
Premium ("Premium" on such table) (the percentage used in calculating which     
Prepayment Premium is also set forth in such table) or (c) a Prepayment Premium 
(the percentage used in calculating which Prepayment Premium is also set forth  
in such table) or (iii) no Lockout Period, Yield Maintenance Period or          
Prepayment Premium Period is applicable ("Open" on such table). The following   
table was prepared on the basis of the Prepayment Assumptions (as defined       
herein) and assumes a 0% CPR (as defined herein). See "Prepayment and Yield     
Considerations--Modeling Assumptions."                                          

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CALL PROTECTION ANALYSIS(1)   

                                                        [Enlarge/Download Table]


  PREPAYMENT                             CURRENT      12         24        36         48        60         72   
PREMIUM/RESTRICTION                       JUL-00    JUL-01     JUL-02    JUL-03     JUL-04    JUL-05     JUL-06 
--------------------------------------  --------- ---------  --------- ---------  --------- ---------  ---------
                                                                                                                
LOCKOUT/DEFEASANCE ....................   100.0%     100.0%    100.0%     100.0%     99.3%      98.1%     98.1% 
YIELD MAINTENANCE .....................     0.0%       0.0%      0.0%       0.0%      0.0%       0.5%      0.5% 
GREATER OF YIELD MAINTENANCE AND 1%  ..     0.0%       0.0%      0.0%       0.0%      0.7%       1.5%      1.5% 
GREATER OF YIELD MAINTENANCE AND 0.5% .     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
5% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
4% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
3% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
2% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
1% PENALTY ............................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
OPEN ..................................     0.0%       0.0%      0.0%       0.0%      0.0%       0.0%      0.0% 
                                        --------- ---------  --------- ---------  --------- ---------  ---------
TOTAL .................................   100.0%     100.0%    100.0%     100.0%    100.0%     100.0%    100.0% 
                                        ========= =========  ========= =========  ========= =========  =========
MORTGAGE POOL BALANCE (000S) .......... 1,112,000  1,102,534 1,092,025  1,080,612 1,068,432  1,051,429 1,024,029
% OF CUT-OFF DATE BALANCE .............   100.0%      99.1%     98.2%      97.2%     96.1%      94.6%     92.1% 



  PREPAYMENT                                84        96         108     120                                    
PREMIUM/RESTRICTION                       JUL-07       JUL-08   JUL-09  JUL-10                                  
--------------------------------------  ---------     -------  ------- ------                                   
                                                                                                                
LOCKOUT/DEFEASANCE ....................     97.2%        96.2%   85.5%   64.9%                                  
YIELD MAINTENANCE .....................      0.5%         0.5%    0.0%    0.0%                                  
GREATER OF YIELD MAINTENANCE AND 1%  ..      1.5%         1.6%    0.0%   23.0%                                  
GREATER OF YIELD MAINTENANCE AND 0.5% .      0.0%         0.0%    0.0%    0.0%                                  
5% PENALTY ............................      0.0%         0.0%    0.0%    4.3%                                  
4% PENALTY ............................      0.0%         0.0%    0.0%    0.0%                                  
3% PENALTY ............................      0.0%         0.0%    0.0%    0.0%                                  
2% PENALTY ............................      0.2%         0.5%    0.3%    0.0%                                  
1% PENALTY ............................      0.0%         1.2%    0.7%    0.0%                                  
OPEN ..................................      0.7%         0.0%   13.5%    7.8%                                  
                                        ---------     -------  ------- ------                                   
TOTAL .................................    100.0%       100.0%  100.0%  100.0%                                  
                                        =========     =======  ======= ======                                   
MORTGAGE POOL BALANCE (000S) ..........  1,006,959     892,541 684,662  26,711                                  
% OF CUT-OFF DATE BALANCE .............     90.6%        80.3%   61.6%    2.4%                                  

------------                                                                    

(1)   For the purposes of this Prospectus Supplement and the statistical        
  information presented herein, (i) the entire principal balance of each
  Additional Collateral Loan is deemed to be subject to a Lockout Period
 for the related Remaining Lockout period set forth on Annex A hereto,
notwithstanding the fact that Required Prepayments could occur under
   such loans during such Lockout Period and (ii) each ARD Loan prepays on
 the related Anticipated Repayment Date, notwithstanding the fact that
  prepayments could occur under such ARD Loans prior to such Anticipated
Repayment Date and that, in either case, such prepayments may not be
accompanied by payment of a Yield Maintenance Charge or Prepayment  
Premium.                                                            

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        Prepayment Premiums and Yield Maintenance Charges are distributable as
described herein under "Description of the Offered                              
Certificates--Distributions--Allocation of Prepayment Premiums and Yield        
Maintenance Charges."                                                           

       Unless a Mortgage Loan is relatively near its stated maturity date or
unless the sale price or the amount of the refinancing of the related Mortgaged 
Property is considerably higher than the current outstanding principal balance  
of such Mortgage Loan (due to an increase in the value of the Mortgaged Property
or otherwise), the Yield Maintenance Charge or Prepayment Premium may, even in a
relatively low interest rate environment, offset entirely or render             
insignificant any economic benefit to be received by the borrower upon a        
refinancing or sale of the Mortgaged Property. The Yield Maintenance Charge or  
Prepayment Premium provision of a Mortgage Loan creates an economic disincentive
for the borrower to prepay such Mortgage Loan voluntarily and, accordingly, the 
related borrower may elect not to prepay such Mortgage Loan. However, there can 
be no assurance that the imposition of a Yield Maintenance Charge or Prepayment 
Premium will provide a sufficient disincentive to prevent a voluntary principal 
prepayment. Furthermore, certain state laws limit the amounts that a lender may 
collect from a borrower as an additional charge in connection with the          
prepayment of a mortgage loan. Even if a borrower does elect to pay a Yield     
Maintenance Charge or Prepayment Premium, the Pooling and Servicing Agreement   
provides that amounts received from borrowers will be applied to payments of    
principal and interest on the Mortgage Loans being prepaid prior to being       
distributed as Yield Maintenance Charges or Prepayment Premiums.                

The Mortgage Loans generally provide that in the event of an  
involuntary prepayment made after an event of default has occurred, a Yield     
Maintenance Charge or Prepayment Premium will be due. The enforceability of     
provisions providing for payments comparable to the Prepayment Premiums and/or  
Yield Maintenance Charges upon an involuntary prepayment is unclear under the   
laws of a number of states. No assurance can be given that, at the time a       
Prepayment Premium or a Yield Maintenance Charge is required to be made on a    
Mortgage Loan in connection with an involuntary prepayment, the obligation to   
pay such Prepayment Premium or Yield Maintenance Charge will be enforceable     
under applicable state law. See "Certain Legal Aspects of the Mortgage          
Loans--Enforceability of Certain Provisions--Default Interest Prepayment Charges
and Prepayment" in the Prospectus.                                              

None of the Depositor or the Mortgage Loan Sellers makes any  
representation as to the enforceability of the provision of any Mortgage Loan   
requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of
the collectibility of any Prepayment Premium or Yield Maintenance Charge. See   
"Risk Factors--Risks Related to the Offered Certificates--Prepayments And       
Defaults May Reduce The Yield On Your Certificates."                            

       Casualty and Condemnation. In the event of a condemnation or casualty
the Mortgage Loans generally require the borrower to restore the related        
Mortgaged Property, and the lender may under certain circumstances apply the    
condemnation award or insurance proceeds to the repayment of debt, which, in the
case of substantially all of the Mortgage Loans, will not require payment of any
Prepayment Premium or Yield Maintenance Charge. In the case of a majority of the
Mortgage Loans, if the award or loss is less than a specified amount or a       
specified percentage of the original principal balance of the Mortgage Loan or  
affects less than a specified percentage of Mortgaged Property and if in the    
reasonable judgment of the related Servicer or Special Servicer as the case may 
be (i) the Mortgaged Property can be restored within the time period specified  
in the related loan documents to a state no less valuable or useful than it was 
prior to the condemnation or casualty, or would meet a debt service coverage    
test, (ii) after a restoration the Mortgaged Property would adequately secure   
the outstanding balance of the Mortgage Note and (iii) no event of default under
such Mortgage Loan has occurred or is continuing, the proceeds or award may be  
applied by the borrower to the costs of repairing or replacing the Mortgaged    
Property.                                                                       

A limited number of Mortgage Loans provide that if casualty or
condemnation proceeds are above a specified amount, the borrower will be        
permitted to supplement such proceeds with an amount sufficient to prepay the   
entire principal balance of the Mortgage Loan without Prepayment Premium or     
Yield Maintenance Charge. Certain Mortgage Loans provide that, in the event of a
partial prepayment resulting from the occurrence of a casualty or condemnation, 
the constant Monthly Payment may be reduced based on the remaining amortization 
period, the Mortgage Rate and the outstanding Principal Loan Balance. In such   
event, no Prepayment Premium or Yield Maintenance Charge would be required to be
paid.                                                                           

    Defeasance. One-hundred ninety of the Mortgage Loans, representing
93.9% of the Initial Pool Balance, permit the applicable borrower at any time   
after a specified period (the "Defeasance Lockout Period"), in all cases        

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not less than two years after the Closing Date, provided no event of default    
exists, to obtain a release of a Mortgaged Property from the lien of the related
Mortgage (a "Defeasance Option") if, among other conditions, the borrower       
generally (i) pays on any Due Date (the "Release Date") (a) all interest accrued
and unpaid on the principal balance of the Mortgage Note to and including the   
Release Date, (b) all other sums, excluding scheduled interest or principal     
payments, due under the Mortgage Loan, (c) an amount (the "Collateral           
Substitution Deposit") equal to the sum of (x) the remaining principal amount of
the Mortgage Loan or an amount generally equal to 125% of the principal balance 
of the related Mortgage for Crossed Loans, or of the Property Release Amount (as
defined herein) of the related Mortgaged Property for Multi-Property Loans, (y) 
the amount, if any, which, when added to such amount, will be sufficient to     
purchase direct non-callable obligations of the United States of America        
providing payments (1) on or prior to, but as close as possible to, all         
successive scheduled payment dates from the Release Date to the related maturity
date, assuming, in the case of an ARD Loan, that such Mortgage Loan prepays on  
the related Anticipated Repayment Date and (2) in amounts equal to the scheduled
payments due on such dates with respect to that portion of the Note being       
defeased and (z) any costs and expenses incurred in connection with the purchase
of such U.S. government obligations and (ii) delivers a security agreement      
granting the Trust Fund a first priority lien on the Collateral Substitution    
Deposit and the U.S. government obligations purchased with the Collateral       
Substitution Deposit and an opinion of counsel to such effect. Additionally, any
Mortgage Loan which has a Defeasance Option generally requires that the borrower
deliver to the lender a letter from an independent public accountant that       
confirms that the cash flow from such U.S. government obligations will be       
sufficient to timely meet all scheduled loan payments. Each Servicer (or an     
assignee thereof) will be responsible for purchasing the U.S. government        
obligations on behalf of the borrower at the borrower's expense. Any amount in  
excess of the amount necessary to purchase such U.S. government obligations will
be returned to the borrower. Simultaneously with such actions, the related      
Mortgaged Property will be released from the lien of the Mortgage Loan and the  
pledged U.S. government obligations (together with any Mortgaged Property not   
released, in the case of a partial defeasance) will be substituted as the       
collateral securing the Mortgage Loan or remaining Crossed Loans, as applicable.
Each Servicer may establish a special purpose trust to hold all such U.S.       
government obligations.                                                         

       In certain of the Mortgage Loans which contain a Defeasance Option, a
successor borrower will assume all of the defeased obligations of a borrower    
exercising a Defeasance Option under a Mortgage Loan and the borrower will be   
relieved of all of the defeased obligations thereunder. If a Mortgage Loan is   
partially defeased in such cases, the related Mortgage Note will be split and   
only the defeased portion of the borrower's obligations will be transferred to  
the successor borrower.                                                         

      The Depositor and Mortgage Loan Sellers make no representation as to
the enforceability of the defeasance provisions of any Mortgage Loan. See "Risk 
Factors--Risks Related to the Offered Certificates - Prepayments and Defaults   
May Reduce the Yield on Your Certificates."                                     

  Property Releases. Two of the Multi-Property Loans, representing
approximately 2.4% of the Initial Pool Balance, do not provide for the release  
of any related Mortgaged Property prior to payment in full of the Mortgage Loan.
Five of the Multi-Property Loans representing approximately 12.6% of the Initial
Pool Balance and 10 of the Crossed Loans, representing 12.0% of the Initial Pool
Balance, permit a Mortgaged Property to be released from the lien of the related
Multi-Property Loan or Crossed Loan, as applicable, prior to payment in full of 
the Mortgage Loan provided that, generally, 125% of the applicable Property     
Release Amount or outstanding principal balance, as applicable, be defeased or  
prepaid and that the DSCR with respect to the remaining Mortgaged Properties    
after defeasance or prepayment, as applicable, be no less than the greater of   
(i) a specified DSCR (generally the DSCR at origination) and (ii) the DSCR      
immediately prior to such defeasance or prepayment, as applicable.              

     Lockboxes. Seventy-eight Mortgage Loans, representing approximately
70.2% of the Initial Pool Balance, generally provide that all rents, credit card
receipts, accounts receivables payments and other income derived from the       
related Mortgaged Properties will be (i) paid directly into an account (or, in  
the case of Multifamily Properties, such income will be collected and deposited 
into an account by the manager and, in the case of Hospitality Properties, cash 
paid "over-the-counter" will be deposited into an account by the manager) (such 
account, a "Lockbox Account") controlled by the related Servicer or, with       
respect to the Multiple Note Loans, the holder or servicer of the related Other 
Note (a "Hard Lockbox"), (ii) paid to the manager of the Mortgaged Properties,  
other than multifamily properties, which will deposit all sums collected into a 
Lockbox Account on a regular basis (a "Modified Lockbox") or (iii) collected by 
the borrower until such time (if any) as a triggering event (such as the failure
to pay the related Mortgage Loan in full on or before the related Anticipated   
Repayment Date or a decline, by                                                 

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more than a specified amount, in the net operating income of the related        
Mortgaged Property and/or a failure to meet a specified DSCR) occurs, at which  
time all rents derived from the related Mortgaged Property generally will be    
directly deposited into a Lockbox Account (a "Springing Lockbox"), which will   
generally be administered thereafter on the same terms as a Hard Lockbox. Each  
such Mortgage Loan is identified on Annex A hereto as having a "Hard,"          
"Modified" or "Springing" Lockbox. For any Hard Lockbox, income deposited       
directly into the related Lockbox Account may not include amounts paid in cash  
which are paid directly to the related property manager (notwithstanding        
requirements to the contrary). Mortgage Loans whose terms call for the          
establishment of a Lockbox Account require that amounts paid to the manager of  
the related Mortgaged Properties or "over-the-counter" will be deposited into a 
Lockbox Account on a regular basis. Lockbox Accounts will not be assets of the  
Trust Fund. Overall, the Mortgage Loans provide for Lockbox Accounts as follows:

                                        % OF INITIAL         NUMBER OF
      TYPE OF LOCKBOX:                     POOL BALANCE       MORTGAGE LOANS
      ----------------                     ------------       --------------
Hard...................................          46.0%               28         
Springing..............................          24.2%               50         
None...................................          29.8%              133         
                                       -----               ---
TOTAL                                  100.0%              211
                                       =====               ===

Escrows. One-hundred fifty-eight Mortgage Loans, representing 
approximately 87.4% of the Initial Pool Balance provide for monthly escrows to  
cover property taxes and 108 Mortgage Loans, representing approximately 82.3% of
the Initial Pool Balance provide for monthly escrows to cover insurance premiums
on the Mortgaged Properties. The Mortgage Loans, secured by leasehold interests,
generally also provide for escrows to make ground lease payments. Substantially 
all of the Mortgage Loans (excluding the NCCB Mortgage Loans), by aggregate     
Cut-off Date Principal Balance, require up front and/or monthly funding of      
escrows for one or more of the following: ongoing repair and maintenance; tenant
improvement and leasing commission expenses; replacement of furniture, fixtures 
and equipment; and/or seasonal fluctuations in occupancy. Such reserves         
generally are funded by the related borrower from the operating cashflow of the 
Mortgaged Property or otherwise. In addition, the Mortgage Loans (other than the
NCCB Mortgage Loans) generally provide for deferred maintenance reserves in an  
amount sufficient to remediate any material deficiencies identified by the      
engineering report issued in connection with origination or in certain cases,   
the related borrower was required to repair or remediate the deficiency. The    
NCCB Mortgage Loans generally require the related borrower to maintain reserves 
in amounts equal to 10% of the preceding year's shareholder maintenance         
payments. See "Description of the Mortgage Loans--CSFB Underwriting Standards," 
"--MSDWMC Underwriting Standards" and "--NCCB Underwriting Standards" in this   
Prospectus Supplement.                                                          

        Engineering Escrows. Annex A describes various engineering escrows for
the Mortgaged Properties. The following paragraphs describe certain of the      
material escrows. The engineering report for the Mortgaged Property known as    
Globix World Headquarters identified $1,314,300 in immediate repairs required to
complete the renovation of two floors of the subject building, upgrade the      
elevators and repair the roof. At the closing of the Globix World Headquarters  
Mortgage Loan, the lender reserved $1,642,876 (representing 125% of the         
identified amount) to ensure completion of such repairs.                        

     The engineering report for the Mortgaged Property known as the BMDC
Building identified $2,220,698 required for boiler installation, interior       
repairs and ADA compliance. At the closing of the BMDC Building Mortgage Loan,  
the lender reserved $2,606,579 (representing 119% of the identified amount) to  
ensure completion of such maintenance items.                                    

       Litigation. On February 10, 2000, the borrower under the Globix World
Headquarters Mortgage Loan was notified of a mechanic's lien in the amount of   
$4,504,100. The borrower is diligently and in good faith contesting the validity
of such lien; however, the lender has reserved $5,630,125 (representing 125% of 
the identified amount) to be used by the lender in the event of an adverse      
outcome of the related litigation.                                              

     On January 28, 2000, a construction lien was filed against the West
Park Plaza property in the amount of $71,414.63 (the "Collas Lien"). On April   
19, 2000, the lienor filed a Complaint and Jury Demand in Montana District Court
seeking (i) a determination that its lien is superior to lender's lien on the   
West Park Plaza property, (ii) to foreclose on its lien and (iii) a judgment    
against the borrower for $71,414.63 for labor and materials, $154,270 for unjust
enrichment and attorneys' fees. The borrower is diligently and in good faith    
contesting the validity of the                                                  

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lien and has engaged counsel to attempt dismissal of the litigation. The        
borrower has obtained for the lender an endorsement to its title insurance      
policy which states that the title company will insure lender from and against  
any loss or damage sustained by reason of loss of priority of lender's lien,    
which loss of priority is caused by any construction lien being filed and       
specifically the Collas Lien.                                                   

   The anchor tenant at the Dorchester Square Mortgaged Property has
commenced an action against the borrower under the Dorchester Square Mortgage   
Loan. Such action is related to the sale of an adjacent parcel to a third party 
that leased a portion of the premises to a store that is competitive with the   
anchor tenant. The borrower won a motion to dismiss the claim; however, the     
plaintiff has appealed the motion. The lender received an opinion of counsel at 
the closing which stated that such action was without merit and that counsel    
expected a favorable outcome to such litigation. The borrower escrowed with the 
lender $420,000 which is 125% of the estimated maximum possible liability that  
could be achieved against the borrower.                                         

 The sponsor of the borrower under the Lex Tenants Mortgage Loan
commenced an action to collect $248,973.37 (together with interest at the rate  
of 10% per annum accruing from November 4, 1988) based upon certain promissory  
notes allegedly representing net adjustments due from the borrower to the       
sponsor pursuant to the terms of the offering plan for cooperative conversion of
the mortgaged property. The borrower has contested the amounts due and has      
asserted several defenses including misrepresentation, non-disclosure and lack  
of authority and has commenced an action against the sponsor, its principals and
others for damages resulting from construction defects to the mortgaged         
property. An amended and supplemental complaint added claims of fraud,          
negligence, breach of contract, deceptive practices and false advertising       
against the sponsor. The sponsor has asserted counterclaims against the borrower
based on (i) a claim that the borrower was unjustly enriched by virtue of its   
having obtained certain 421-a tax benefits and (ii) alleged breach of fiduciary 
duty.                                                                           

        There is an ongoing litigation concerning the L'Enfant Plaza Mortgaged
Property. See "--Significant Mortgage Loans--L'Enfant Plaza."                   

      Equity Investments by the CSFB Mortgage Loan Seller. With respect to
the borrower under the L'Enfant Loan, the CSFB Mortgage Loan Seller (the        
"Preferred Interest Holder") is entitled to receive certain preferred           
distributions prior to distributions being made to the other partners. No       
monthly distribution to the Preferred Interest Holder is permitted to be made   
until all required monthly debt service payments, reserve payments, other       
payments under the L'Enfant Whole Loan and any obligations to other creditors   
have been made when due and all monthly operating expenses with respect to the  
related Mortgaged Properties have been paid. See "--Significant Mortgage        
Loans--The L'Enfant Loan" in this Prospectus Supplement.                        

       "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
contain "due-on-sale" and "due-on-encumbrance" clauses that in each case permit 
the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan 
if the related borrower sells or otherwise transfers or encumbers the related   
Mortgaged Property other than in accordance with the terms of the related loan  
documents. Subject to the limitations described herein, the related Special     
Servicer will determine, in a manner consistent with the Servicing Standard (as 
defined herein), whether to exercise any right the related Special Servicer may 
have under any such clause to accelerate payment of the related Mortgage Loan   
upon, or to withhold its consent to, any transfer or further encumbrance of the 
related Mortgaged Property. Certain of the Mortgage Loans provide that the      
Servicer may condition an assumption of the loan on the receipt of an assumption
fee and an assumption application fee (neither of which will be available for   
payment of principal or interest on the Certificates). Such an assumption fee   
generally is equal to one percent of the then unpaid principal balance of the   
applicable Mortgage Note or, in some cases, a smaller fee set forth in the      
related Mortgage Loan, in addition to the payment of all costs and expenses     
incurred in connection with such assumption. Certain of the Mortgages provide   
that such consent may not be unreasonably withheld provided that (i) no event of
default has occurred under the related Mortgage Loan, (ii) the proposed         
transferee is creditworthy and has sufficient experience in the ownership and   
management of properties similar to the Mortgaged Property, (iii) the Rating    
Agencies have confirmed in writing that such transfer will not result in a      
qualification, reduction or withdrawal of the then current rating of the        
Certificates, (iv) the transferee has executed and delivered an assumption      
agreement evidencing its agreement to abide by the terms of the Mortgage Loan   
together with legal opinions and title insurance endorsements and (v) the       
assumption fee, if any, has been received. See "Certain Legal Aspects of        
Mortgage Loans--Secondary Financing; Due-on-Encumbrance Provisions" in the      
Prospectus and "Risk Factors--Risks Related to the Mortgage Loans--Some Remedies
May Not Be Available Following a Mortgage Loan Default," and "The Pooling and   
Servicing Agreement--Enforcement of `Due-on-Sale' and `Due-on-Encumbrance'      

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Clauses" in this Prospectus Supplement. The Depositor and the Mortgage Loan     
Sellers make no representation as to the enforceability of any due-on-sale or   
due-on-encumbrance provision in any Mortgage Loan.                              

  Mortgage Provisions Relating to each Special Servicer's Right to
Terminate Management Agreements. Certain of the Mortgage Loans permit the       
related Special Servicer to cause the related borrowers to terminate the related
management agreements upon the occurrence of certain events. Certain of the     
Mortgage Loans may provide that if the DSCR for such Mortgage Loan falls below a
certain level, the related Special Servicer will have the right to cause the    
termination of the related management agreement and replace the manager with a  
manager acceptable to such Special Servicer. The Mortgage Loans generally allow 
the related Special Servicer to cause the termination of the related management 
agreements upon the failure to meet certain performance triggers and/or the     
occurrence of certain events of default under the related loan agreements or    
mortgage documents. In addition, the related Special Servicer is generally      
permitted to cause the termination of a management agreement if the manager     
breaches certain provisions of the management agreement which would permit the  
termination of such agreement thereunder.                                       

      Cross-Collateralization and Cross-Default of Certain Mortgage Loans.
Seven of the Mortgage Loans (the "Multi-Property Loans"), representing 15.0% of 
the Initial Pool Balance, are evidenced by one Mortgage Note and secured by more
than one Mortgaged Property. Ten of the Mortgage Loans (the "Crossed Loans"),   
representing 12.0% of the Initial Pool Balance, are evidenced by more than one  
Mortgage Note and are cross-collateralized with multiple Mortgaged Properties.  
Because certain states require the payment of a mortgage recording or           
documentary stamp tax based upon the principal amount of debt secured by a      
mortgage, the individual Mortgages recorded with respect to certain Crossed     
Loans with properties in such states may secure an amount less than the         
aggregate of the applicable initial principal balance of the applicable Crossed 
Loans. For the same reason, the Mortgages with respect to certain Multi-Property
Loans may secure only a multiple (generally 150%) of the Property Release Amount
of such Mortgaged Property (for Multi-Property Loans) rather than the entire    
initial principal balance of the related Mortgage Note. See "Risk Factors--Risks
Related to the Mortgage Loans--Enforceability of Cross-Collateralized and       
Cross-Defaulted Mortgage Loans May Be Challenged" in this Prospectus Supplement.

     Hazard, Liability and Other Insurance. The Mortgage Loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in 
a minimum amount equal to the greatest of (i) the principal balance of the      
related Mortgage Loan, (ii) 100% of the full replacement cost of the            
improvements and equipment without deduction for physical depreciation and (iii)
such amount necessary to avoid the operation of co-insurance provisions that    
would otherwise reduce the amount that the insurer is required to pay, or in an 
amount satisfying other similar standards, and by a flood insurance policy if   
any part of the improvements located on the Mortgaged Property are located in an
area identified by the Federal Emergency Management Agency as an area having    
special flood hazards and for which flood insurance has been made available     
under the National Flood Insurance Program in an amount at least equal to the   
outstanding principal amount of the related Mortgage Loan (or with respect to   
certain Multi-Property Loans, the full insurable value of the related Mortgaged 
Property) or the maximum limit of coverage available, whichever is less, or in  
an amount satisfying other similar standards, including, estimated exposure.    
Certain of the Mortgaged Properties located in earthquake risk areas and subject
to material earthquake risk have been either subject to seismic upgrade (or     
appropriate reserves or a letter of credit established for retrofitting), are   
subject to a lower loan-to-value limit or are insured by earthquake insurance,  
and certain of such insured Mortgaged Properties may be insured in amounts less 
than the outstanding principal balance of such Mortgage Loans. Certain of the   
Mortgaged Properties located in areas having special hurricane hazards are      
insured by hurricane insurance in amounts less than the outstanding principal   
balance of such Mortgage Loans. Additional types of insurance may be required.  
The hazard insurance policy is generally required to cover loss or damage by    
fire and lightning or other risks and hazards covered by a standard "All Risks" 
insurance policy including, but not limited to, riot and civil commotion,       
vandalism, malicious mischief, burglary and theft. The NCCB Mortgage Loans,     
however, require insurance against "all risks" of physical loss or damage.      

     The Mortgage Loans also generally require that the related borrower
obtain and maintain during the entire term of the Mortgage Loan (i)             
comprehensive general liability insurance, including broad form property damage,
blanket contractual and personal injuries coverages and containing minimum      
limits per occurrence as specified in the related Mortgage, (ii) rent loss      
and/or business interruption insurance in an amount generally equal to the      
greatest of (a) the projected gross revenues from operations of the Mortgaged   
Property, (b) the projected operating expense (including debt service) for the  
maintenance and operation of the Mortgaged Property, and (c) in an amount       
satisfying other similar standards, in any such case, for a period of 12 months 
or more or a specified longer period                                            

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(depending on the related Mortgage Loan Seller), (iii) insurance against loss or
damage from leakage of sprinkler systems and explosion of steam boilers, air    
conditioning equipment, high pressure piping, machinery and equipment, and      
pressure vessels, (iv) worker's compensation insurance, (v) except for the NCCB 
Mortgage Loans, during any period of repair or restoration, "builders risk"     
insurance, and (vi) such other insurance as may from time to time be reasonably 
required by the lender in order to protect its interests.                       

     Mortgage Loans which May Require Principal Paydowns. Eight Mortgage
Loans (the "Additional Collateral Loans"), representing approximately 8.3% of   
the Initial Pool Balance, are additionally secured by cash reserves or          
irrevocable letters of credit that will be released to the related borrowers    
upon satisfaction by the borrower of certain leasing-related conditions         
including, in certain cases, achievement of certain DSCRs and/or satisfying     
leasing conditions within time periods prior to loan maturity. Failure to       
satisfy such conditions within the time periods specified therefor may result in
the application of the related reserve or credit enhancement amount (each, a    
"Required Prepayment") to partially prepay the related Mortgage Loan.           

 ADDITIONAL COLLATERAL LOANS

                                                        [Enlarge/Download Table]

                                                                                               BORROWER    
                                    TYPE OF      AMOUNT OF                                  REQUIRED TO PAY
 MORTGAGE                          ADDITIONAL    ADDITIONAL                                   PREPAYMENT   
LOAN SELLER  PROPERTY NAME         COLLATERAL    COLLATERAL      RELEASE CONDITIONS         CONSIDERATIONS 
-----------  -------------         ----------    ----------      ------------------         -------------- 
                                                                                                           
CSFB         Amazon.com Building   Reserve Fund  $3,900,000  $1.4 million of the reserve      Yield        
                                                             fund will be released to         Maintenance  
                                                             allow the construction of a      Charge       
                                                             parking facility at the                       
                                                             mortgaged property. Upon                      
                                                             completion of the facility                    
                                                             and payment of increased                      
                                                             rent by Amazon by November 12,                
                                                             2001, the remainder of the                    
                                                             escrow will be released to the                
                                                             borrower.                                     

CSFB         Cedarmont             Debt Service     $60,000  By June 1, 2001, (i) the          Yield       
             Apartments            Reserve                   property achieves a DSCR of       Maintenance 
                                                             1.25x based on trailing four      Charge      
                                                             months, and (ii) the property                 
                                                             achieves a DSCR of 1.00x based                
                                                             on trailing twelve months using               
                                                             a 10.07% constant.                            

CSFB         Emporium Shoppes      Occupancy       $500,000  By September 11, 2000, Vitamin    Yield       
                                   Escrow Fund               Shoppes must take occupancy and   Maintenance 
                                                             commence payment of rent.         Charge      

CSFB         Gentry Portfolio      Occupancy       $465,000  By July 15, 2000, Arcadia Inc.    Yield       
                                   Escrow Fund               (or an acceptable replacement     Maintenance 
                                                             tenant) must take occupancy and   Charge      
                                                             commence payment of rent.                     

CSFB         Avenue of the Arts    Occupancy     $3,000,000  By June 1, 2001, (i) Capital      Yield       
                                   Escrow Fund               Grille must take occupancy and    Maintenance 
                                                             commence payment of rent, (ii)    Charge      
                                                             the property achieves a DSCR of               
                                                             1.20x based on trailing three                 
                                                             months, and (iii) the                         
                                                             property achieves a DSCR of                   
                                                             1.00x based on trailing twelve                
                                                             months using a 9.66% constant.                

CSFB         Ashley Club        Letter of          $250,000  Borrower must complete the        Yield       
             Apartments         Credit                       repairs identified in the         Maintenance 
                                                             engineering report within the     Charge      
                                                             time frame specified for such                 
                                                             repairs in the engineering                    
                                                             report.                                       

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                                                        [Enlarge/Download Table]

                                                                                             BORROWER    
                                TYPE OF     AMOUNT OF                                     REQUIRED TO PAY
 MORTGAGE                      ADDITIONAL   ADDITIONAL                                      PREPAYMENT   
LOAN SELLER  PROPERTY NAME     COLLATERAL   COLLATERAL   RELEASE CONDITIONS               CONSIDERATIONS 
-----------  -------------     ----------   ----------   ------------------               -------------- 
                                                                                                         
MSDWMC       Central Park     Occupancy    $2,155,000   The borrower has a one-time       Yield          
             Plaza Shopping   Reserve                   right within 18 months of         Maintenance    
             Center                                     origination to have released      Charge         
                                                        the least of (i) an amount such                  
                                                        that the property maintains a                    
                                                        1.25x DSCR on all funds that                     
                                                        have been released using                         
                                                        the actual loan constant in                      
                                                        effect, (ii) an amount such that                 
                                                        the property maintains a                         
                                                        1.05x DSCR on all funds that                     
                                                        have been released using a                       
                                                        loan constant of 10.09%, or (iii)                
                                                        an amount equal to 75% of the                    
                                                        value of the property.                           

MSDWMC       Columbia Square  Letter of      $120,000   Borrower must lease certain       Prepayment     
             Shopping Center  Credit                    vacant space by March 1, 2001.    premium        

     In addition, the tenant under a lease of a portion of the Mortgaged
Property securing the Berkeley Tower Office and Retail Building Loan has the    
option to buy out its lease upon the payment of a specified amount to the       
lender, which amount varies based upon the date of exercise of the option. The  
lender under that Mortgage Loan has the option in its sole discretion to treat  
this payment as a prepayment or to apply these funds to the cost of tenant      
improvements. If treated as a prepayment, these funds would result in a         
reduction in the principal balance of the Class or Classes then entitled to     
receive such prepayment, but would not be accompanied by any Prepayment Premium 
or Yield Maintenance Charge. The Pool I Servicer will be directed to apply any  
such payment to the related tenant improvement escrow and to not partially      
prepay the Berkeley Tower Office and Retail Building Loan.                      

  With respect to any Required Prepayment on any of the Additional
Collateral Loans, the related borrowers are required to pay the prepayment      
consideration specified in the table above. The holders of the Class A-X        
Certificates and any Class of Offered Certificates then entitled to receive any 
such prepayment will receive such payments collected from the borrower.         

ADDITIONAL MORTGAGE LOAN INFORMATION                                            

       The following tables and Annex A hereto set forth certain information
with respect to the Mortgage Loans and Mortgaged Properties. The statistics in  
the following tables and Annex A were primarily derived from information        
provided to the Depositor by the Mortgage Loan Sellers, which information may   
have been obtained from the borrowers without independent verification.         

         For purposes of this Prospectus Supplement, including the tables herein
and Annex A:                                                                    

          (1) "Actual Ongoing Capital Items Deposits" means the dollars per Unit
or percentage of revenues required to be deposited in Escrow Accounts 
annually and, in certain cases, until a maximum reserve balance is    
  achieved, under the related Mortgage Loan with respect to Capital Items.

  (2) "Allocated Loan Amount" means, for each Mortgaged Property
   relating to a Multi-Property Loan, the portion of the principal amount of
the related Multi-Property Loan actually allocated to such Mortgaged  
  Property in the related Mortgage Loan documents, or allocated solely for
the purpose of presenting statistical information in this Prospectus  
    Supplement. The Allocated Loan Amount for each Mortgaged Property securing
  a Multi-Property Loan was generally determined based on the ratio of the
     appraised value of such Mortgaged Property to the aggregate appraised value
  of all the Mortgaged Properties securing such Multi-Property Loan or, in
certain cases, based on other economic factors.                       

       (3) "Anchor Tenant" means, with respect to the Retail Properties, a
nationally or regionally recognized tenant, or a credit tenant that   
occupies a significant portion of such Mortgaged Property or adjoining
property, or a tenant that occupies more than 20,000 square feet.     

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        (4) "Annual Debt Service" means for any Mortgage Loan the annualized
    Monthly Payment on such Mortgage Loan. For purposes of determining U/W Net
  Cash Flow DSCR and U/W NOI DSCR with respect to the Multiple Note Loans,
     DSCR was calculated giving effect to the debt service for the related Other
Note.                                                                 

        (5) "Anticipated Remaining Term" means the term of the Mortgage Loan
    from the Cut-off Date to the Anticipated Repayment Date, if applicable, or
the maturity date.                                                    

     (6) "Anticipated Repayment Date" means for ARD Loans, the date on
    which interest begins accruing at the Revised Rate and/or excess cash flow
   is retained pursuant to the related lockbox agreements for application to
payment of principal and Excess Interest.                             

         (7) "Cut-off Date Principal Balance/Unit" means the principal balance
per unit, room or pad for multifamily, cooperatives, hotels and       
   manufactured housing communities or per square foot for substantially all
other property types as of the Cut-off Date.                          

         (8) "Cut-off Date Principal Loan Balance" means the principal balance
of the Mortgage Loan as of the Cut-off Date and, with respect to the  
  Multi-Property Loans, the Allocated Loan Amount assigned to each related
Mortgaged Property.                                                   

          (9) "DSCR" or "Debt Service Coverage Ratio" means, with respect to any
     Mortgage Loan (a) the U/W Net Cash Flow for the related Mortgaged Property,
divided by (b) the Annual Debt Service for such Mortgage Loan. The    
 calculation of DSCR may differ from the calculation of the debt service
coverage ratios referred to under "--Description of the Mortgage      
     Loans--CSFB Underwriting Standards," and "--MSDWMC Underwriting Standards."
   For the following tables, the DSCR for each group of Crossed Loans is the
  ratio of the aggregate Net Cash Flow for all of the Mortgaged Properties
  securing such Crossed Loans to the aggregate Annual Debt Service for the
Crossed Loans in such group. The DSCR for the Crystal Pavilion/Petry  
Building Mortgage Loan is calculated with respect to the Crystal      
    Pavilion/Petry Building Whole Loan, DSCR with respect to the L'Enfant Loan
 is calculated based on the L'Enfant Whole Loan and DSCR with respect to
  1211 Avenue of the Americas Loan is calculated based on the total of the
     1211 Avenue of the Americas A Component and the 1211 Avenue of the Americas
   Trust Fund Note. With respect to the Additional Collateral Loans known as
Amazon.com, Avenue of the Arts, Emporium Shoppes and Conroe Assisted  
 Living, Arlington Assisted Living, Temple Assisted Living, the DSCR was
  calculated assuming that the related additional collateral reserves were
applied to reduce the initial principal balances thereof and that the 
  related required debt service payments were recalculated based upon such
reduced principal balances (such assumption is based on a $2,000,000  
reserve for Amazon.com). The DSCR for the Residential Cooperative     
  Properties is based on U/W Net Cash Flow, as such definition pertains to
    Residential Cooperative Properties, divided by the Annual Debt Service for
such Mortgage Loan.                                                   

         (10) "Insurance Escrowed" indicates, with respect to properties which
     are insured under individual property insurance policies, whether a reserve
was established at closing or during the term of such Mortgage Loan to
cover the premium payable thereon.                                    

       (11) "Interest Calc." means the method by which interest accrues on
 the related Mortgage Loan. "30/360" means interest is calculated on the
  basis of a 360-day year consisting of twelve 30-day months. "Actual/360"
    means interest is calculated on the basis of a 360-day year and the actual
number of days elapsed in each interest accrual period.               

         (12) "Lease Expiration Date" means the year in which a Tenant's lease
is scheduled to expire.                                               

  (13) "Loan to Value Ratio," "LTV" or "Cut-off Date LTV" is the
  outstanding balance of a Mortgage Loan as of the Cut-off Date divided by
     the Value of the related Mortgaged Property. The LTV for a group of Crossed
     Loans is the ratio of the aggregate Cut-off Date Principal Balance for such
     group of Crossed Loans to the aggregate Value for all the related Mortgaged
Properties. The LTV for loans secured by residential cooperatives are 
calculated based on value of the properties if converted to rental    
   properties. The LTV for the Crystal Pavilion/Petry Building Mortgage Loan
 is calculated with respect to the Crystal Pavilion/Petry Building Whole
Loan, with respect to the L'Enfant Loan, is calculated based on the   
  L'Enfant Whole Loan and, with respect to the 1211 Avenue of the Americas
   Loan, is calculated based on the aggregate of 1211 Avenue of the Americas

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Trust Fund Note and the 1211 Avenue of the Americas A Component. With 
   respect to the Additional Collateral Loans known as Amazon.com, Avenue of
   the Arts, Emporium Shoppes and Conroe Assisted Living, Arlington Assisted
Living, Temple Assisted Living, LTV was calculated assuming that the  
   related additional collateral reserves were applied to reduce the initial
 principal balances thereof and that the reduced principal balances were
    used as a ratio to the Value of the Mortgaged Property (such assumption is
based on a $2,000,000 reserve for Amazon.com).                        

         (14) "Loan to Value Ratio-Cooperative Basis," or "LTV-Co-op Basis" is
    the outstanding balance of a Residential Cooperative Mortgage Loan divided
by the Value Co-op Basis of the related Mortgaged Property.           

        (15) "LTV at ARD or Maturity" or "Anticipated Repayment Date LTV" or
     "ARD LTV" for any Mortgage Loan is calculated in the same manner as Cut-off
     Date LTV, except that the Mortgage Loan Cut-off Date Principal Balance used
   to calculate the Cut-off Date LTV has been adjusted to give effect to the
  amortization of the applicable Mortgage Loan to its maturity date or, in
the case of an ARD Loan, to its Anticipated Repayment Date. Such      
     calculation thus assumes that the appraised value of the Mortgaged Property
securing a Mortgage Loan on the maturity date or Anticipated Repayment
   Date, as applicable, is the same as the appraised value as of the Cut-off
    Date. There can be no assurance that the value of any particular Mortgaged
     Property has not or will not decline from the appraised value. With respect
    to the Additional Collateral Loans known as Amazon.com, Avenue of the Arts
     and Emporium Shoppes and Conroe Assisted Living, Arlington Assisted Living,
  Temple Assisted Living, ARD LTV was calculated assuming that the related
   additional collateral reserves were applied to reduce amortized principal
  balances at the ARD thereof and that the reduced principal balances were
    used as a ratio to the Value of the Mortgaged Property (such assumption is
based on a $2,000,000 reserve for Amazon.com).                        

          (16) "Monthly Payment" means the constant monthly payment set forth in
    the related Mortgage Note as being due in August 2000 and, with respect to
     any Mortgage Loan that pays only interest on the Cut-off Date, the constant
    monthly payment of principal and interest on such Mortgage Loan after such
interest-only period ends (such date being the "First P&I Date").     

       (17) "1998 NOI," "1999 NOI" and "Most Recent NOI" (which is for the
   period ending as of the date specified in Annex A under Most Recent Date)
is the net operating income for a Mortgaged Property as established by
    information provided by the borrowers or appraisal, except that in certain
cases such net operating income has been adjusted by removing certain 
     non-recurring expenses and revenue or by certain other normalizations. 1998
 NOI, 1999 NOI and Most Recent NOI do not necessarily reflect accrual of
 certain costs such as taxes and capital expenditures and do not reflect
     non-cash items such as depreciation or amortization. In some cases, capital
     expenditures may have been treated by a borrower or appraiser as an expense
or expenses treated as capital expenditures. The Depositor makes no   
representations as to the accuracy of any information provided by any 
 borrower or with respect to net operating income that may have occurred
     since the date of the information provided by each borrower for the related
Mortgaged Property. 1998 NOI, 1999 NOI and Most Recent NOI were not   
 necessarily determined in accordance with generally accepted accounting
principles. Moreover, 1998 NOI, 1999 NOI and Most Recent NOI are not a
    substitute for net income determined in accordance with generally accepted
accounting principles as a measure of the results of a property's     
operations or a substitute for cash flows from operating activities   
     determined in accordance with generally accepted accounting principles as a
measure of liquidity and in certain cases may reflect partial-year    
annualizations. "Rev" is gross revenues for the applicable period, as 
  reported by the related borrower, or, for "U/W Rev," taking into account
   certain adjustments thereto in accordance with the underwriting standards
    of the applicable Mortgage Loan Seller. 1998 NOI, 1999 NOI and Most Recent
     NOI, as such terms relate to operations as a cooperative, are not reflected
in Annex A.                                                           

         (18) "Most Recent Date" means, if the applicable Mortgage Loan Seller
  obtained the Most Recent operating statement available for calendar year
2000 or portion thereof, the date of such operating statement.        

         (19) "Most Recent Type" means, if the applicable Mortgage Loan Seller
obtained the Most Recent operating statement available, whether such  
  statement reflects an annualized number or trailing twelve month number.

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        (20) "NAP" means not applicable and relates to the omission of Mixed
Use Properties in the calculation of loan amount per unit.            

       (21) "Net Cash Flow" or "U/W Net Cash Flow" with respect to a given
    Mortgage Loan or Mortgaged Property (other than Mortgage Loans relating to
    properties on which a residential cooperative building is located (each, a
 "Residential Cooperative Property")) means cash flow available for debt
service, as determined by the applicable Mortgage Loan Seller based on
   borrower-supplied information or an appraisal for a recent period that is
generally calendar year 1999 or the most recent twelve-month period   
 preceding the origination date. U/W Net Cash Flow does not reflect debt
   service, subordinated ground rent, non-cash items such as depreciation or
     amortization, and does not reflect actual capital expenditures and may have
  been adjusted by, among other things, (i) in the case of the Multifamily
Properties, rental revenue shown on a recent rent roll was annualized 
before applying a vacancy factor without further regard to the terms  
    (including expiration dates) of the leases shown thereon, (ii) in the case
    of certain Office Properties, Industrial Properties and Retail Properties,
 determining current revenues from leases in place, (iii) in the case of
certain of the Hospitality Properties, assuming the occupancy rate was
    generally the lesser of the actual occupancy rate and an occupancy rate of
    78% to account for a high occupancy rate or to reflect new construction in
 the market, (iv) assuming a minimum vacancy rate generally equal to the
  greater of (a) actual vacancy and (b) 5% to 10%, depending upon property
type, (v) in the case of the Retail Properties, excluding certain     
percentage rent, (vi) excluding certain non-recurring income and/or   
expenses, (vii) assuming a management fee of 4% to 5% of revenue for a
Hospitality Property, 4% of revenue for multi-tenant commercial and   
 multifamily Mortgage Loans, a market appropriate management fee for the
     NCCB Mortgage Loans and 3% of revenue for single-tenant net leased Mortgage
   Loans, (viii) making a 4% to 5% adjustment to room revenues for franchise
fees or marketing fees (if combined with franchise fees) (for all     
franchised Hospitality Properties and most unflagged Hospitality      
Properties), (ix) where such information was made available to the    
     applicable Mortgage Loan Seller taking into account new tax assessments and
     insurance contracts, (x) in certain cases, assuming that operating expenses
   with respect to the Mortgaged Property were greater than actual expenses,
(xi) subtracting from net operating income reserves for actual ongoing
    Capital Items (see Annex A) and (xii) in the case of the Retail Properties
 and Office Properties, subtracting from net operating income an assumed
  allowance for tenant improvements and leasing commissions (see Annex A).
   Net Cash Flow in the case of Residential Cooperative Properties generally
  equals net operating income at such Residential Cooperative Property, as
    determined by an appraisal, assuming such Residential Cooperative Property
     was operated as a rental property with rents set at prevailing market rates
taking into account the presence of existing rent controlled or rent  
stabilized occupants, reduced by underwritten capital expenditures, a 
market-rate vacancy assumption and projected reserves.                

     Net Cash Flow reflects the calculations and adjustments used by the
applicable Mortgage Loan Seller for its underwriting process and may or may not 
reflect the amounts calculated and adjusted by the Rating Agencies for their own
analysis. In addition, Net Cash Flow and the DSCR derived therefrom are not a   
substitute for cash flow as determined in accordance with generally accepted    
accounting principles as a measure of the results of the property's operations  
or a substitute for cash flows from operating activities determined in          
accordance with generally accepted accounting principles as a measure of        
liquidity. In certain cases, net cash flow deducts amounts for ongoing Capital  
Items and tenant improvement and leasing commission reserves but under the      
related Mortgage Loan the borrower is not required to fund Escrow Accounts for  
such purposes.                                                                  

       Reletting costs and capital expenditures are crucial to the operation
of commercial and multifamily properties. Each investor should make its own     
assessment of the level of reletting costs and capital expenditures of the      
Mortgaged Properties, and the consequent effect of such costs and expenditures  
on the actual net operating income, Net Cash Flow and DSCRs of the Mortgage     
Loans. No representation is made as to the future net cash flow of the Mortgaged
Properties, and the Net Cash Flow set forth herein is not intended to represent 
such future net cash flow.                                                      

        (22) "Occupancy" for non-cooperative properties means the percentage
    of gross leasable area, rooms, units, pads, beds or sites of the Mortgaged
    Property that are leased. Occupancy rates are calculated for the specified
"Occupancy Period" which is a period ending on the indicated date. In 
    certain cases, Occupancy reflects the average occupancy rate over a period
    of time. The Occupancy Period may be the trailing twelve months or shorter
period ending on the indicated date, or the occupancy rate as of the  
indicated date.                                                       

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    Occupancy for Residential Cooperative Properties is as underwritten in the
applicable appraisal as a multi-family rental, and not based on actual
cooperative occupancy.                                                

          (23) "Original Amortization Term" means the number of months, based on
     the constant Monthly Payment as stated in the related Mortgage Note or loan
     agreement, that would be necessary to reduce the original principal balance
of the related Mortgage Note substantially to zero if interest on such
   Mortgage Note were calculated based on twelve 30-day months and a 360-day
year.                                                                 

         (24) "Original Principal Loan Balance" means the principal balance of
the Mortgage Loan as of the date of origination.                      

       (25) "Ownership Interest" means the real property interest which is
encumbered by the related Mortgage.                                   

          (26) "% of Total Square Feet" or "% of Total SF" means the square feet
leased to a Tenant as a percentage of the gross square feet of the    
Mortgaged Property.                                                   

          (27) "Property Release Amount" means, for each Mortgaged Property, the
 portion of principal of the related Multi-Property Loan or Crossed Loan
allocated to such Mortgaged Property for certain purposes (including  
determining the release prices of properties, if permitted) under such
Multi-Property Loan or Crossed Loan as set forth in the related loan  
     documents. There can be no assurance, and it is unlikely, that the Property
Release Amounts represent the current values of individual Mortgaged  
  Properties, the price at which an individual Mortgaged Property could be
sold in the future to a willing buyer or the replacement cost of the  
Mortgaged Properties.                                                 

     (28) "Real Estate Taxes Escrowed" indicates whether a reserve was
  established at closing or during the term of such Mortgage Loan to cover
property taxes.                                                       

    (29) "Remaining Amortization Term" for each Mortgage Loan is the
related Original Amortization Term minus the related Seasoning.       

        (30) "Remaining Lockout" means the period of the term of the related
    Mortgage Loan from the Cut-off Date during which the Mortgage Loan may not
be voluntarily prepaid, including the period, if any, during which the
Mortgage Loan may be defeased. The entire principal balance of each   
    Additional Collateral Loan is deemed to be subject to a Lockout Period for
the related Remaining Lockout period set forth on Annex A hereto.     

        (31) "Remaining Lockout and YM" means the period ending on the later
 of the last day of the Remaining Lockout and the first day on which the
     Mortgage Loan may be prepaid without payment of a Yield Maintenance Charge.

         (32) "Remaining Lockout and YM and Penalties" means the period ending
    on the later of the last day of the Remaining Lockout and YM and the first
day on which the Mortgage Loan may be prepaid without payment of any  
penalty.                                                              

         (33) "Seasoning" means, with respect to any Mortgage Loan, the number
   of months from and including the month in which the first Due Date occurs
to and including the month of the Cut-off Date.                       

       (34) "Stated Maturity Date" means the maturity date of the Mortgage
Loan as stated in the related Mortgage Note or loan agreement.        

     (35) "Tenant Improvement and Leasing Commission Reserve Upfront,"
"Tenant Improvement and Leasing Commission Reserve Ongoing" indicates 
 whether a reserve was established at closing or during the term of such
     Mortgage Loan to cover certain anticipated leasing commission and/or tenant
improvement costs which might be associated with the re-leasing of the
space occupied by tenants whose leases expire within the term of such 
  Mortgage Loan, and, in certain cases, until a maximum reserve balance is
     achieved. The reserves may be in the form of cash or letters of credit from
investment grade entities.                                            

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       (36) "Tenant 1," "Tenant 2" and "Tenant 3" (each, a "Tenant") mean,
with respect to Office Properties, Industrial Properties, Mixed Use   
 Properties and Retail Properties, the largest, second largest and third
largest Tenants, respectively, with respect to such properties, as    
    applicable. With respect to Retail Properties, such Tenants may constitute
Anchor Tenants.                                                       

      (37) "Units" and "Unit of Measure" mean the number of units, pads,
rooms or square footage with respect to the Mortgaged Property.       

   (38) "U/W NOI" or "Underwritten NOI" means Net Cash Flow before
   deducting for Capital Items, tenant improvements and leasing commissions.

          (39) "Value" means for each of the Mortgaged Properties, the appraised
    value of such Mortgaged Property as determined by an appraisal thereof and
    generally in accordance with MAI standards generally made not more than 18
months prior to the origination date of the related Mortgage Loan. In 
  general MAI appraisals were obtained on all of the Mortgaged Properties.
 For residential cooperative properties, "Value" means the value of such
 Mortgaged Property as a multifamily rental building as set forth in the
appraisal.                                                            

   (40) "Value-Co-op Basis" means, for the Residential Cooperative
    Mortgage Loans, an amount calculated based on the market value (determined
    by an MAI appraisal) of the related Mortgaged Property as if operated as a
residential cooperative.                                              

   (41) "Weighted Average LTV" and "Weighted Average DSCR" are the
weighted average of the Loan to Value Ratios and Debt Service Coverage
  Ratios for each Mortgage Loan, weighted on the basis of the Cut-off Date
Principal Balances thereof.                                           

      (42) "Year Built" means the year in which the respective Mortgaged
Property was built.                                                   

          (43) "Year Renovated" means the year in which the respective Mortgaged
Property was most recently renovated.                                 

     Due to rounding, percentages in the following tables may not add to
100% and amounts may not add to indicated total or subtotal.                    

For purposes of Annex A, the following footnotes apply:       

      The tables below set forth certain summary information regarding the
Mortgage Loans. See Annex A hereto for certain characteristics of Mortgage Loans
on a loan-by-loan basis. All percentages of Initial Pool Balances used herein   
and in Annex A are based upon the Cut-off Date Principal Balance of the related 
Mortgage Loan or, with respect to each Multi-Property Loan are based upon the   
Allocated Loan Amount of the related Mortgaged Property. Crossed Loans are      
treated as one Mortgage Loan in the tables below and in Annex A for the purpose 
of calculating DSCR and LTV. All weighted average information regarding the     
Mortgage Loans reflects weighting of the Mortgage Loans by their Cut-off Date   
Principal Balances or, with respect to Multi-Property Loans, Allocated Loan     
Amounts. The "Cut-off Date Principal Balance" of each Mortgage Loan is equal to 
the unpaid principal balance thereof as of the Cut-off Date, after application  
of all payments of principal due on or before such date, whether or not         
received. All numerical information provided herein and in Annex A with respect 
to the Mortgage Loans is provided on an approximate basis. Certain statistical  
information set forth herein may change prior to the date of issuance of the    
Certificates due to changes in the composition of the Trust Fund prior to the   
Closing Date. See "--Changes in Mortgage Loan Characteristics" below.           

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LOAN                             PROPERTY                                                     BORROWER                           
 NO.                               NAME                                                         NAME                             
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
1          Selig - 1000 2nd Avenue                                 Selig Real Estate Holdings Eleven, L.L.C.                     
3          1211 Avenue of the Americas                             JT 1211, L.P.                                                 
6          Hastings Village                                        Hastings Village Investment Company, L.P.                     
4          IPC Retail-Summary                                      IPC Retail Properties, LLC                                    
7          Crystal Pavilion/Petry Building Summary                 Madison Third Building Companies LLC                          
8          L'Enfant Plaza                                          Potomac Creek Associates LP                                   
9          Claypool Embassy Suites                                 Claypool Holdings, LLC                                        
10         BMDC Building                                           MCM Huntsville Finance Company LLC                            
11         Gentry Portfolio-Summary                                GPP, LLC                                                      
12         Amazon.com Tower                                        WRC.COM Tower LLC et al                                       
13         Avenue of the Arts                                      TRO Avenue of the Arts, L.P.                                  
14         Conjunctive Points Office and Industrial Portfolio      CONJUNCTIVE POINTS PROPERTIES I, L.P.                         
15         Globix World Headquarters                               ATC Merger Corporation                                        
16         Bush Terminal Bldgs. 19 & 20                            19-20 Industry City Associates, LLC                           
17         Northwood Plaza Shopping Center                         Northwood Plaza, LLC                                          
18         Alexandria Real Estate Equities-Summary                 ARE-377 Plantation Street, LLC and ARE-6166 Nancy             
19         Johnson Controls                                        Warren Tank Development Associates, LLC                       
23         Suburban Lodge V Summary                                SLAM Properties V, LLC                                        
24         Inland Star Distribution Center                         3146 South Chestnut Partners, LLC                             
25         West Park Plaza                                         ACG-West Park Plaza Investors, LLC                            
26         295 & 305 Foster Street Office/R&D Buildings            295/305 Foster Street Associates, LLC                         
27         Central Park Plaza Shopping Center                      San Mateo CPP Assocs., LLC; CHL CCP Assocs., LLC;             
28         Loma Palisades Business Center                          Loma Palisades, LLC                                           
29         Holiday Inn on the Beach                                Seawall Investments, LLC                                      
30         Sheraton Four Points Hotel & Suites                     Wburg Hotel, LLC                                              
31         Doric Apartment Corporation                             Doric Apartment Corporation                                   
32         Lofts at Infinity Court                                 Sasson, LLC                                                   
33         Hacienda Village Mobile Home Park                       Hacienda Village Manufactured Home Communities,LTD            
37         Henry Cogswell College Building                         Port Gardner Partners, L.P.                                   
38         Athens West Shopping Center                             Athens West Associates, L.P.                                  
39         Briarwood Hill Apartments                               CZJ Briarwood, L.P.                                           
2          Selig - 190 Queen Anne Building                         Selig Real Estate Holdings Sixteen, L.L.C.                    
40         520 US Highway 22                                       S/K 520 Associates                                            
41         Chene Square                                            Ammori Investment, Inc.                                       
42         Penn Branch Shopping Center                             PBSC, LLC                                                     
43         City Centre II                                          City Centre II Partners                                       
44         Gulfstream Office Buildings                             Gulfstream Worldwide, Ltd.                                    
45         Fort Tryon Apartments Corp.                             Fort Tryon Apartments Corp.                                   
46         Del Alba Plaza                                          Pittsfield Center, LLC                                        
47         4001 Brandywine Office Building                         Jemal's Tower L.L.C.                                          
48         Anderson and Beechmont Shopping Plaza                   Beechmont Twins, LLC                                          
49         Dick's Sporting Goods                                   Meg Dicks Durham LLC                                          
20         Conroe Assisted Living                                  Conroe Assisted Living, Ltd, et al                            
50         Inwood Owners, Inc.                                     Inwood Owners, Inc.                                           
51         Hampton Inn Dulles South                                Renthotel Chantilly, LLC                                      
52         Cascade Citi Center                                     Cascade Citi-Center, LLC                                      
53         Lex Tenants Corp.                                       Lex Tenants Corp.                                             
54         Coventry Health Care Office Building                    AVG-COVENTRY, LLC                                             
55         Journey Business Park                                   Journey Multi-Tenant Partners, LLC                            
56         4600 Powder Mill                                        Dengar Belt Limited Liability Limited Partnership             
5          Normandie Village Shopping Center                       Normandie Village Associates, L.P.                            
34         345 East 56th Street                                    Greenwich Associates, LLC-2                                   
57         Mercede Executive Park                                  The Mercede Executive Park Limited Partnership                
58         The Suite Hotel                                         Orchid Holdings, Inc.                                         
59         Berkeley Tower Office and Retail Building               Encinal Industries, Inc.                                      
60         Ridgecrest Terrace Apartments                           Ridgecrest Terrace Apartments, L.L.C.                         
61         The Willows Apartments                                  Willirving, L.L.C.                                            
62         The Ponds Cooperative Homes, Inc.                       The Ponds Cooperative Homes, Inc.                             
63         St. Mathews Apartments                                  6833 Shore Road Associates, L.P.                              
64         Settler's Green Village                                 Settlers' R2, Inc.                                            
65         College Park Shopping Center                            CPSC Limited Partnership                                      
66         Holiday Inn Victoria                                    Harrods Hotels, Ltd.                                          
67         LawMan Properties Summary                               LawMan Properties, L.L.C.                                     
21         Arlington Assisted Living                               Arlington Assisted Living, et al                              
68         4077 Owners Corp.                                       4077 Owners Corp.                                             
69         Brigham Business Park - Buildings 41 and 53             Mountaintop Corporation                                       
70         Westgate Park Apartments                                FF Park Lane Associates, L.P.                                 
71         Northridge Village Apartments                           N.R.A. Lubbock Investments, L.P.                              
72         Hooper Building                                         Leesburg Pike Associates Family Limited Partnershi            
73         Xerox Industrial Building                               LBA Fund IV-A, LLC                                            
74         411 West End Avenue Owners Corp.                        411 West End Avenue Owners Corp.                              
75         Caanan Medical Center                                   AWW Associates, Inc.                                          
76         Swan Way Building                                       TCC Swan Way LLC                                              
77         Wellesley Inn and Suites                                Bravo Enterprises U.S.A., LLC                                 
78         Casa Palm Apartments                                    Casa Palms, LLC                                               
79         Clarion Hotel Tuscon Airport                            JBR Hospitality Group, LLC                                    
80         Marsh Highlands Apartments                              Marsh Highlands Carrollton, LTD.                              
81         Brandon Oaks Apartments                                 Wicasset Apartments, L.P.                                     
82         The Emporium Shoppes                                    Okee, LLC                                                     
83         420 Fifth Avenue                                        Fifth Avenue Properties LLC                                   
84         Rockledge House Owners Corp.                            Rockledge House Owners Corp.                                  
85         6320 Lamar Building                                     NNN 6320 Lamar, LLC; Dodge Trust, LLC; and Newman             
86         Columbia Square Shopping Center                         Mroczek Washington Properties, LLC                            
87         490 West End Apartments Corp.                           490 West End Apartments Corp.                                 
88         Your Extra Attic Self Storage                           Your Extra Attic-Lower Roswell, L.P.                          
89         1050 Tenants Corp.                                      1050 Tenants Corp.                                            
90         Roseville Shopping Center                               Roseville Fairview, LLC                                       
22         Temple Assisted Living                                  Temple Assisted Living, et al                                 
91         8-24 Griffin Way Air Freight Building                   Urs P. Gauchat, as trustee of Logan Realty Trust              
92         Driftwood Apartments                                    Driftwood Apartment Corp.                                     
93         Village Green Apartments                                Wentwood Capital Fund VIII, L.P.                              
94         Rochester Depot                                         Funiture Executives No. 5, L.P.                               
95         Gart Sports Store                                       Mroczek Oregon Properties, LLC                                
96         Moyock Commons Shopping Center                          N2RE Moyock, LLC                                              
97         51585 Owners Corp.                                      51585 Owners Corp.                                            
98         Flamingo Village Plaza                                  Flamingo Village Plaza, LLC                                   
99         156 East 79th Street Corporation                        156 East 79th Street Corporation                              
100        211 Thompson Owners Corp.                               211 Thompson Owners Corp.                                     
101        Fairhaven Mobile Home Park                              Fairhaven Mobile Home Park, L.C.                              
102        Timber Ridge Apartments                                 T.R. - Timber Ridge Apartments, L.L.C.                        
103        Dorchester Square Shopping Center                       JD Associates Limited Partnership                             
104        SouthTrust Office Center                                Advanced Horizons V, L.L.C.                                   
105        Park Trailer Homes                                      Long Beach Arbor Associates, LLC                              
106        Jaxboro Corp.                                           Jaxboro Corp.                                                 
107        Parkway Towers Owners Corp.                             Parkway Towers Owners Corp.                                   
108        Casa de Loma Apartments                                 C.D.L. Apts., L.L.C.                                          
109        Tracy Tenants Corp.                                     Tracy Tenants Corp.                                           
110        270 West 11th Street Owners Corp.                       270 West 11th Street Owners Corp.                             
111        201 W. 89 Owners Inc.                                   201 W. 89 Owners Inc.                                         
112        Comfort Inn Archdale                                    Laxmi Hospitality, Inc.                                       
113        The Twelve Seventy Fifth Ave. Cooperative, Inc.         The Twelve Seventy Fifth Ave. Cooperative, Inc.               
114        Mt. Holly Self Storage                                  Mount Holly, LLC                                              
115        Fairfield Views Inc.                                    Fairfield Views Inc.                                          
116        Ashley Club Apartments                                  Beresford Associated, Ltd.                                    
117        7401 Apt. Corp.                                         7401 Apt. Corp.                                               
118        Adams & Tabor Shopping Center                           Adams & Tabor Real Estate LP                                  
119        Pinewood Village Apartments                             Matthew Krumpotic & Rachel L. Krumpotic Living Tru            
120        Bradley Distribution Center                             Blackdog I, LLC                                               
121        Cedarmont Apartments                                    Cedarmont, L.P.                                               
122        Comfort Inn, Darien                                     Jay Kisan, Inc.                                               
123        Parker Plaza South Industrial Building                  Parker Plaza South LLC                                        
124        414 West 121st Street Apartment Corp.                   414 West 121st Street Apartment Corp.                         
125        Eckerd Drug Store                                       The Strianese Family Limited Partnership                      
126        Hibiscus Mobile Home Park                               Hibiscus Mobile Home Park Limited Partnership                 
35         136 East 76th Street                                    Greenwich Associates, LLC-3                                   
127        63-61 99th Street Owners Corp.                          63-61 99th Street Owners Corp.                                
128        Spring Creek Office                                     Spring Creek Office Center, L.P.                              
129        The Waywest Tenants                                     The Waywest Tenants                                           
130        271 Tenants Corp.                                       271 Tenants Corp.                                             
131        84 Drive Homes, Inc.                                    84 Drive Homes, Inc.                                          
132        Savoy Owners Corp.                                      Savoy Owners Corp.                                            
133        Eden South Apartments                                   Cowan-Pender Investments, L.L.C.                              
134        19 William Street Owners' Corp.                         19 William Street Owners' Corp.                               
135        Amagansett Dunes                                        Amagansett Dunes Apartments Corp.                             
136        35 W. 9 Owners Corp.                                    35 W. 9 Owners Corp.                                          
137        Lorraine Apartments                                     Lorraine Manor Apartments LLC                                 
138        854 West 181 Corp.                                      854 West 181 Corp.                                            
139        Irvington Campbell Shopping Center                      LEON, LLC                                                     
140        Windsor Terrace Apts., Inc.                             Windsor Terrace Apts., Inc.                                   
141        Riverdale Commons Ltd.                                  Riverdale Commons Ltd.                                        
142        Envirwood Executive Plaza                               Lembo Feinerman Mount Pleasant Trust                          
143        Prince Tower Tenants Corp.                              Prince Tower Tenants Corp.                                    
36         1385 Boston Post Road                                   Greenwich Asociates, LLC-5                                    
144        Flamingo MHP                                            Flamingo Limited Partnership                                  
145        Cascade Apartments                                      Cascade Apartments Limited Partnership                        
146        Museum Court Apartment Corp.                            Museum Court Apartment Corp.                                  
147        Lake Shore Towers Cooperative                           Lake Shore Towers Cooperative                                 
              Building Corporation                                    Building Corporation                                       
148        21-25 East Sunrise Highway Retail Center                Freeport Henry Realty, LLC                                    
149        534 Broadway                                            534 Broadway Associates, L.L.C.                               
150        5425 Valles Avenue Owners Corp.                         5425 Valles Avenue Owners Corp.                               
151        16 East 96th Apartment Corp.                            16 East 96th Apartment Corp.                                  
152        Victory Plaza                                           Victory Woodman Retail Center, LLC                            
153        Pan American Logistics Center                           Pan American Logistics Center Inc.                            
154        Stonelea Manor Owners Corporation                       Stonelea Manor Owners Corporation                             
155        Tudor Owners Corp.                                      Tudor Owners Corp.                                            
156        Rocinante Corp.                                         Rocinante Corp.                                               
157        30 Clinton Place Owners, Inc.                           30 Clinton Place Owners, Inc.                                 
158        Park Plaza Townhomes                                    Rothchild Investment Corporation                              
159        Medium Lipstick, Ltd.                                   Medium Lipstick, Ltd.                                         
160        Hollywood Video - Tucson                                Tucson Irvington, L.L.C.                                      
161        Winchester & Hood Gardent Homes                         Winchester & Hood Gardent Homes                               
              Mutual Ownership Trust                                  Mutual Ownership Trust                                     
162        Riverbank Apartment Corp.                               Riverbank Apartment Corp.                                     
163        1235-1245 Astor Street Corporation                      1235-1245 Astor Street Corporation                            
164        451 West Owners Ltd.                                    451 West Owners Ltd.                                          
165        Charlton Tenants Corp.                                  Charlton Tenants Corp.                                        
166        319 East 73rd Street Owners Corp.                       319 East 73rd Street Owners Corp.                             
167        Vernon House, Inc.                                      Vernon House, Inc.                                            
168        55 Ehrbar Tenants Corp.                                 55 Ehrbar Tenants Corp.                                       
169        104-106 Bedford Owners Corp.                            104-106 Bedford Owners Corp.                                  
170        124 West 109 St. Corp.                                  124 West 109 St. Corp.                                        
171        Montauk Terrace Co-operative Apts., Inc.                Montauk Terrace Co-operative Apts., Inc.                      
172        124 East 84th St. Corporation                           124 East 84th St. Corporation                                 
173        130 West 16 Owners Inc.                                 130 West 16 Owners Inc.                                       
174        Cloister Apt. Corp.                                     Cloister Apt. Corp.                                           
175        1125 Lorimer Street Housing Corporation                 1125 Lorimer Street Housing Corporation                       
176        171 Duane Street Owners Corp.                           171 Duane Street Owners Corp.                                 
177        Summit-Parmley Company                                  Summit-Parmley Company                                        
178        521 East 88th Owners Corp.                              521 East 88th Owners Corp.                                    
179        Paridon House Incorporated                              Paridon House Incorporated                                    
180        10 Westview Avenue Tenants Corp.                        10 Westview Avenue Tenants Corp.                              
181        91st Street Tenants Corp.                               91st Street Tenants Corp.                                     
182        251 Pacific Owners Corp.                                251 Pacific Owners Corp.                                      
183        32 West 96th Street Tenants Corp.                       32 West 96th Street Tenants Corp.                             
184        133 West 24th Street Corporation                        133 West 24th Street Corporation                              
185        670 President Street Housing Corp.                      670 President Street Housing Corp.                            
186        504 East 6th Street Owners, Inc.                        504 East 6th Street Owners, Inc.                              
187        348-78 Housing Corporation                              348-78 Housing Corporation                                    
188        Village Place Corp.                                     Village Place Corp.                                           
189        J.W. Weber House Corp.                                  J.W. Weber House Corp.                                        
190        48 West 86th Street Tenants Corp.                       48 West 86th Street Tenants Corp.                             
191        205 Hicks Street Apartment Corporation                  205 Hicks Street Apartment Corporation                        
192        91 & 95 28th Street Jackson Heights, Inc.               91 & 95 28th Street Jackson Heights, Inc.                     
193        200 President Street Corp.                              200 President Street Corp.                                    
194        315 West 103rd St. Tenants Corp.                        315 West 103rd St. Tenants Corp.                              
              a/k/a 315 West 103rd Street Tenants Corp.               a/k/a 315 West 103rd Street Tenants Corp.                  
195        53 Montgomery Place Housing Corporation                 53 Montgomery Place Housing Corporation                       
196        White Street Loft Corp.                                 White Street Loft Corp.                                       
197        801 Union Street Owners Corp.                           801 Union Street Owners Corp.                                 
198        719 Carroll Owners Corp.                                719 Carroll Owners Corp.                                      
199        806 Washington Owners Corp.                             806 Washington Owners Corp.                                   
200        416 Clermont Owners Corp.                               416 Clermont Owners Corp.                                     
201        478 12th St. Tenants Corp.                              478 12th St. Tenants Corp.                                    
202        55 7th Avenue Tenants Corp.                             55 7th Avenue Tenants Corp.                                   
203        59 Park Place Corp.                                     59 Park Place Corp.                                           
204        166 West 94 Owners Corp.                                166 West 94 Owners Corp.                                      
205        22 West 76th Street Corporation                         22 West 76th Street Corporation                               
206        320 East 14th Street Owners Corp.                       320 East 14th Street Owners Corp.                             
207        781 Union Street Owners Corporation                     781 Union Street Owners Corporation                           
208        337 Sackett Apartment Corp.                             337 Sackett Apartment Corp.                                   
209        8940 Colonial Owners Corp.                              8940 Colonial Owners Corp.                                    
210        229 East 81st Street Owners, Inc.                       229 East 81st Street Owners, Inc.                             
211        106-19 19th Street Jackson Heights Inc.                 106-19 19th Street Jackson Heights Inc.                       

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                      CUT-OFF                                            PRIMARY                      STATED        ANTICIPATED     
 LOAN                  DATE                MONTHLY        MORTGAGE      SERVICING      INTEREST      MATURITY        REPAYMENT      
  NO.                BALANCE               PAYMENT          RATE        FEE RATE        CALC.          DATE             DATE        
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1                     $ 54,245,305.13      $ 400,254.90       7.9900%        0.0700   Actual/360    5/11/2029        5/11/2009      
3                       50,000,000.00        377,664.38       7.7500%        0.0000     30/360       4/9/2030         4/9/2010      
6                       44,000,000.00        326,852.80       8.1300%        0.0700   Actual/360    4/11/2031        4/11/2010      
4                       42,422,744.71        294,887.26       7.2500%        0.0700   Actual/360    6/11/2028        6/11/2008      
7                       39,892,258.20        282,572.59       7.3250%        0.0700   Actual/360    7/11/2028        7/11/2008      
8                       36,969,932.96        265,812.50       7.6400%        0.0100   Actual/360    10/11/2028       10/11/2008     
9                       29,847,318.03        248,684.57       8.8500%        0.0700   Actual/360     1/1/2025         1/1/2010      
10                      25,306,142.04        204,315.33       9.0100%        0.0700   Actual/360    2/11/2030        2/11/2010      
11                      24,972,537.42        184,621.75       8.0700%        0.0700   Actual/360    5/11/2030        5/11/2010      
12                      22,986,862.83        181,516.34       8.7850%        0.0700   Actual/360    6/11/2030        6/11/2010      
13                      21,476,820.35        160,013.35       8.1500%        0.0700   Actual/360    5/11/2030        5/11/2010      
14                      21,437,257.72        171,194.74       8.9000%        0.1000   Actual/360     4/1/2030         4/1/2010      
15                      20,912,730.29        178,537.80       9.1600%        0.0300   Actual/360    2/11/2025        2/11/2010      
16                      20,278,588.24        152,221.79       8.2300%        0.0700   Actual/360    5/11/2010                       
17                      19,565,134.14        142,311.17       7.8100%        0.0700   Actual/360     4/1/2009                       
18                      18,842,308.71        148,146.76       8.7100%        0.0700   Actual/360    1/11/2030        1/11/2010      
19                      17,965,452.55        146,235.48       8.4600%        0.0700   Actual/360     5/1/2024         5/1/2010      
23                      14,244,826.59        114,325.26       8.2500%        0.0700   Actual/360     1/1/2009                       
24                      13,188,509.35        105,261.79       8.9000%        0.0400   Actual/360    5/11/2010                       
25                      12,671,975.77         89,716.10       7.4200%        0.0700   Actual/360     5/1/2008                       
26                      12,175,969.49         94,365.59       8.5200%        0.0700   Actual/360     7/1/2006                       
27                      11,954,009.59         90,320.77       8.2700%        0.0700   Actual/360    12/1/2029        11/1/2009      
28                      11,812,857.72         87,364.86       8.0200%        0.0700   Actual/360     9/1/2009                       
29                      11,733,374.78        101,762.33       9.3900%        0.0400   Actual/360    5/11/2025        5/11/2010      
30                      10,534,175.36         89,403.76       9.1200%        0.0700   Actual/360    5/11/2025        5/11/2010      
31                      10,476,847.15         84,560.93       9.0100%        0.0800     30/360       3/1/2010                       
32                       9,936,859.25         74,074.77       8.1000%        0.0700   Actual/360     8/1/2009                       
33                       9,919,464.22         69,440.24       7.4500%        0.0700   Actual/360    11/1/2009                       
37                       8,702,596.29         64,304.31       8.0000%        0.0700   Actual/360     1/1/2009                       
38                       8,674,158.57         64,876.64       8.1100%        0.0700   Actual/360     4/1/2009                       
39                       8,670,770.93         65,850.13       8.3300%        0.0700   Actual/360    1/11/2010                       
2                        8,196,405.93         60,478.08       7.9900%        0.0700   Actual/360    5/11/2029        5/11/2009      
40                       7,903,372.41         58,134.16       7.3100%        0.0700     30/360       9/1/2024                       
41                       7,840,696.75         63,010.00       8.9800%        0.0700   Actual/360    6/11/2030        6/11/2010      
42                       7,713,309.31         60,496.95       8.7000%        0.0700   Actual/360    5/11/2030        5/11/2010      
43                       7,692,033.79         58,118.41       8.3000%        0.0700   Actual/360    4/11/2030        4/11/2010      
44                       7,493,174.69         59,002.53       8.7500%        0.0700   Actual/360    6/11/2030        6/11/2010      
45                       7,345,320.67         56,028.95       8.1900%        0.0800     30/360       2/1/2008                       
46                       7,055,675.07         49,482.89       7.5100%        0.0400   Actual/360    4/11/2030        4/11/2010      
47                       6,944,381.97         51,901.31       8.1100%        0.0700   Actual/360     5/1/2009                       
48                       6,776,640.15         51,038.33       8.2400%        0.0700   Actual/360     1/1/2010                       
49                       6,728,491.88         54,183.08       8.9900%        0.0700   Actual/360    3/11/2030        3/11/2010      
20                       6,688,280.82         56,773.55       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010      
50                       6,649,562.54         47,279.51       7.4900%        0.0800   Actual/360     9/1/2009                       
51                       6,298,150.75         52,065.60       8.6700%        0.0700   Actual/360     5/1/2009                       
52                       6,212,131.71         43,969.62       7.5300%        0.0700   Actual/360     5/1/2009                       
53                       6,195,455.92         45,782.26       8.5700%        0.0800     30/360       4/1/2010                       
54                       6,171,178.23         46,099.95       8.1400%        0.0700   Actual/360    11/1/2009                       
55                       5,964,271.45         44,151.42       8.0300%        0.0700   Actual/360     9/1/2009                       
56                       5,962,822.77         44,091.22       7.2500%        0.0700     30/360       1/1/2009                       
5                        5,742,385.20         37,720.22       6.6600%        0.0700   Actual/360    6/11/2028        6/11/2008      
34                       5,645,277.24         50,260.43       8.6000%        0.0600   Actual/360     1/1/2010                       
57                       5,616,636.44         46,451.12       8.7500%        0.0700   Actual/360    12/11/2024       12/11/2009     
58                       5,579,826.88         50,611.17       9.9300%        0.0700   Actual/360    2/11/2025        2/11/2010      
59                       5,514,002.32         39,064.28       7.5600%        0.0700   Actual/360     8/1/2009                       
60                       5,460,250.71         43,909.69       8.8200%        0.0700   Actual/360    6/11/2030        6/11/2010      
61                       5,432,363.29         41,828.56       8.4800%        0.0700   Actual/360    1/11/2030        1/11/2010      
62                       5,292,832.32         40,978.52       8.9000%        0.0800   Actual/360     2/1/2010                       
63                       4,986,773.33         39,513.71       8.8000%        0.0700   Actual/360    2/11/2030        2/11/2010      
64                       4,970,597.02         36,967.46       8.0800%        0.0700   Actual/360     9/1/2029         9/1/2009      
65                       4,872,559.87         37,356.28       7.7400%        0.0700   Actual/360     4/1/2009                       
66                       4,861,094.43         42,220.54       9.3900%        0.0700   Actual/360    3/11/2025        3/11/2010      
67                       4,770,112.16         34,720.08       7.8500%        0.0800   Actual/360     9/1/2009                       
21                       4,718,021.69         40,048.98       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010      
68                       4,477,465.75         29,468.99       7.8200%        0.0800     30/360      10/1/2009                       
69                       4,351,336.78         42,848.62       7.9400%        0.0700     30/360       8/1/2014                       
70                       4,295,593.16         32,558.74       8.3340%        0.0700   Actual/360    5/11/2030        5/11/2010      
71                       4,279,584.60         32,789.40       8.4100%        0.0700   Actual/360    10/11/2029       10/11/2009     
72                       4,088,202.86         35,394.99       9.3500%        0.0700   Actual/360    3/11/2025        3/11/2010      
73                       4,037,883.56         32,687.70       9.0400%        0.0700   Actual/360    2/11/2030        2/11/2010      
74                       3,999,145.98         27,311.35       8.1300%        0.0800     30/360       3/1/2010                       
75                       3,894,155.48         31,977.91       8.6100%        0.0700   Actual/360     7/1/2024         7/1/2009      
76                       3,893,804.30         30,015.27       8.5100%        0.0700   Actual/360    4/11/2025        4/11/2010      
77                       3,695,090.62         32,790.94       9.6800%        0.0700   Actual/360    5/11/2025        5/11/2010      
78                       3,596,780.25         28,473.05       8.8090%        0.0700   Actual/360    5/11/2030        5/11/2010      
79                       3,434,145.22         29,843.30       9.3750%        0.0700   Actual/360    1/11/2025        1/11/2010      
80                       3,426,268.05         25,268.83       7.9900%        0.0700   Actual/360     9/1/2009                       
81                       3,383,857.62         25,926.50       8.4100%        0.0700   Actual/360    10/11/2029       10/11/2009     
82                       3,347,745.65         28,683.32       9.7100%        0.0700   Actual/360    5/11/2030        5/11/2005      
83                       3,344,758.55         25,924.98       8.5700%        0.0700   Actual/360    4/11/2030        4/11/2010      
84                       3,278,393.90         25,424.71       7.8700%        0.0800   Actual/360     1/1/2010                       
85                       3,198,241.12         25,678.88       8.9700%        0.0700   Actual/360    6/11/2030        6/11/2010      
86                       3,148,736.30         23,466.81       8.1100%        0.0700   Actual/360    10/1/2009                       
87                       3,099,481.17         20,915.96       8.0300%        0.0800     30/360       4/1/2010                       
88                       3,078,077.53         25,192.25       8.6100%        0.0700   Actual/360    11/1/2009                       
89                       2,997,483.25         18,771.81       7.4200%        0.0800     30/360       8/1/2009                       
90                       2,958,782.49         22,374.86       8.2600%        0.0700   Actual/360     9/1/2009                       
22                       2,904,306.95         24,653.24       9.1300%        0.0700   Actual/360    6/11/2025        6/11/2010      
91                       2,866,159.40         22,454.45       8.6400%        0.0700   Actual/360     7/1/2029         7/1/2009      
92                       2,777,862.37         28,228.66       8.4800%        0.0600   Actual/360    10/1/2014                       
93                       2,757,786.86         22,345.05       8.5000%        0.0700   Actual/360    12/11/2024       12/11/2009     
94                       2,756,603.53         22,013.89       8.5500%        0.0700   Actual/360     7/1/2009                       
95                       2,730,894.53         20,352.73       8.1100%        0.0700   Actual/360    10/1/2009                       
96                       2,728,163.13         19,436.45       6.9000%        0.0700     30/360       6/1/2024                       
97                       2,727,463.54         19,492.71       7.6400%        0.0800     30/360       8/1/2009                       
98                       2,716,851.74         21,515.48       8.7900%        0.0700   Actual/360    1/11/2030        1/11/2010      
99                       2,647,868.03         16,772.41       7.5100%        0.0800     30/360       8/1/2009                       
100                      2,622,626.98         21,569.03       7.1500%        0.0800     30/360       8/1/2018                       
101                      2,582,371.26         19,259.44       8.1000%        0.0700   Actual/360     7/1/2009                       
102                      2,564,936.16         19,761.08       8.5000%        0.0700   Actual/360    3/11/2030        3/11/2010      
103                      2,497,970.71         20,349.85       9.1300%        0.0700   Actual/360    5/11/2030        5/11/2010      
104                      2,493,794.85         20,242.00       9.0700%        0.0700   Actual/360    2/11/2030        2/11/2010      
105                      2,490,195.25         19,756.86       8.8000%        0.0700   Actual/360    11/11/2029       11/11/2009     
106                      2,458,880.55         20,308.32       7.6100%        0.0800     30/360      10/1/2009                       
107                      2,416,750.93         15,958.22       7.5000%        0.0800     30/360       9/1/2009                       
108                      2,359,436.08         18,250.53       8.5300%        0.0700   Actual/360    1/11/2030        1/11/2010      
109                      2,317,145.87         17,064.24       7.9800%        0.0800     30/360      11/1/2009                       
110                      2,281,519.17         16,461.59       7.7400%        0.0800     30/360       8/1/2009                       
111                      2,248,789.98         14,529.15       7.6700%        0.0800     30/360      11/1/2009                       
112                      2,248,236.64         20,082.11       9.7700%        0.0700   Actual/360    6/11/2025        6/11/2010      
113                      2,186,198.99         19,399.54       8.7200%        0.0800     30/360       3/1/2020                       
114                      2,148,442.38         16,286.44       7.5200%        0.0700   Actual/360    10/1/2009                       
115                      2,127,927.06         14,079.11       6.7500%        0.0800   Actual/360     7/1/2009                       
116                      2,073,369.88         17,047.96       9.2350%        0.0700   Actual/360    5/11/2030        5/11/2010      
117                      2,055,954.37         14,368.85       7.3000%        0.0800   Actual/360     7/1/2009                       
118                      2,046,751.54         15,791.79       8.5200%        0.0700   Actual/360    4/11/2030        4/11/2010      
119                      2,040,120.67         15,672.69       8.3750%        0.0700   Actual/360    12/1/2008                       
120                      2,034,627.36         15,234.21       8.1600%        0.0700   Actual/360    10/1/2009                       
121                      1,992,474.77         15,152.06       8.3400%        0.0700   Actual/360    12/11/2029       12/11/2009     
122                      1,988,440.41         17,761.51       9.7700%        0.0700   Actual/360    6/11/2025        6/11/2010      
123                      1,987,605.51         15,279.16       8.4300%        0.0700   Actual/360     7/1/2009                       
124                      1,973,235.73         20,604.15       9.1400%        0.0800   Actual/360     2/1/2015                       
125                      1,909,077.31         14,558.72       8.4000%        0.0700   Actual/360    5/11/2030        5/11/2010      
126                      1,890,765.94         15,074.15       8.2000%        0.0700   Actual/360     3/1/2009                       
35                       1,881,759.07         16,753.48       8.6000%        0.0600   Actual/360     1/1/2010                       
127                      1,865,679.80         13,380.36       6.9600%        0.0800     30/360       5/1/2009                       
128                      1,767,821.69         14,113.00       8.8800%        0.0700   Actual/360    1/11/2030        1/11/2010      
129                      1,759,243.97         15,097.83       8.2800%        0.0800     30/360       4/1/2020                       
130                      1,584,591.67         10,441.46       6.8100%        0.0800     30/360       8/1/2009                       
131                      1,583,050.92         11,308.20       7.6100%        0.0800     30/360       5/1/2009                       
132                      1,571,118.50         13,125.31       7.7400%        0.0800     30/360       9/1/2019                       
133                      1,545,242.05         12,560.98       9.0800%        0.0700   Actual/360    12/11/2029       12/11/2009     
134                      1,544,553.67         11,592.76       8.0900%        0.0800   Actual/360     2/1/2010                       
135                      1,508,563.31         15,305.45       8.7000%        0.0600   Actual/360     3/1/2015                       
136                      1,495,830.59         10,156.28       7.6500%        0.0800   Actual/360    10/1/2009                       
137                      1,493,130.94         11,216.32       8.2000%        0.0700   Actual/360    11/1/2009                       
138                      1,490,190.64         11,458.26       7.8800%        0.0800     30/360       1/1/2010                       
139                      1,489,412.60         12,199.95       8.6200%        0.0700   Actual/360    11/1/2009                       
140                      1,486,175.38         10,366.37       7.2800%        0.0800   Actual/360     7/1/2009                       
141                      1,407,636.63         10,224.16       8.2800%        0.0800   Actual/360     1/1/2010                       
142                      1,391,825.72         11,022.24       8.7900%        0.0700   Actual/360     1/1/2010                       
143                      1,391,004.53         10,796.15       7.9900%        0.0800     30/360       1/1/2010                       
36                       1,386,559.30         12,344.67       8.6000%        0.0600   Actual/360     1/1/2010                       
144                      1,338,207.20          9,981.21       8.0800%        0.0700   Actual/360     4/1/2009                       
145                      1,299,036.30         10,415.93       8.9100%        0.0600     30/360      10/1/2014                       
146                      1,298,005.32          9,480.81       8.4500%        0.0800     30/360       1/1/2015                       
147                      1,292,764.44         11,136.51       8.1000%        0.0800   Actual/360    11/1/2019                       

148                      1,284,080.09         10,249.85       8.2500%        0.0700   Actual/360     6/1/2009                       
149                      1,270,974.10         10,414.95       8.6250%        0.0700   Actual/360    11/11/2009                      
150                      1,212,233.81         11,823.30       7.8300%        0.0800     30/360       9/1/2014                       
151                      1,199,017.42          8,515.30       8.1900%        0.0800     30/360       4/1/2010        1/11/2010      
152                      1,191,801.48          9,796.35       9.2100%        0.1200   Actual/360    1/11/2030                       
153                      1,170,646.98         11,867.13       8.6700%        0.0700   Actual/360    12/1/2009                       
154                      1,143,092.04          8,566.91       8.1600%        0.0800     30/360      10/1/2009                       
155                      1,140,426.21          8,043.15       7.4000%        0.0800   Actual/360     8/1/2009                       
156                      1,099,087.78          7,976.29       8.2800%        0.0800   Actual/360     4/1/2010                       
157                      1,080,281.07          7,203.26       6.7500%        0.0800   Actual/360    11/11/2008                      
158                        995,757.38          7,689.13       8.5000%        0.0700   Actual/360    11/11/2009                      
159                        984,077.51          8,289.87       7.8800%        0.0800     30/360      10/1/2019         1/1/2010      
160                        969,763.39          7,392.07       8.3700%        0.0700   Actual/360     1/1/2010                       
161                        881,648.53          8,673.77       8.1400%        0.0800     30/360      12/1/2014                       

162                        847,241.78          5,851.75       7.8000%        0.0800   Actual/360     8/1/2014                       
163                        840,884.25          8,267.65       8.1700%        0.0800   Actual/360     3/1/2015                       
164                        790,663.83          5,545.33       7.3100%        0.0800   Actual/360     4/1/2009                       
165                        770,583.54          7,525.62       7.7400%        0.0800     30/360       7/1/2014                       
166                        734,249.08          5,349.14       8.4300%        0.0800     30/360       3/1/2010                       
167                        703,581.66          5,798.16       9.1200%        0.0800   Actual/360     4/1/2010                       
168                        697,044.83          5,126.26       7.8700%        0.0800   Actual/360     1/1/2010                       
169                        646,294.90          6,050.37       9.4800%        0.0800     30/360       3/1/2020                       
170                        629,123.66          4,807.17       8.7700%        0.0800   Actual/360     2/1/2010                       
171                        626,965.45          6,279.47       8.1800%        0.0800     30/360       7/1/2014                       
172                        599,764.73          4,057.94       8.0500%        0.0800     30/360      12/1/2009                       
173                        596,041.28          4,254.90       7.5400%        0.0800   Actual/360    10/1/2009                       
174                        595,622.81          4,290.18       7.7300%        0.0800     30/360       9/1/2009                       
175                        548,438.54          5,319.79       8.2000%        0.0800     30/360       6/1/2015                       
176                        536,940.27          4,000.29       8.1400%        0.0800     30/360       4/1/2010                       
177                        533,227.78          5,167.57       7.7200%        0.0800     30/360       9/1/2014                       
178                        498,383.39          3,357.06       7.6800%        0.0800     30/360       9/1/2009                       
179                        495,345.57          3,478.97       7.4500%        0.0800     30/360       7/1/2009                       
180                        459,526.65          3,778.35       7.3700%        0.0800   Actual/360     7/1/2009                       
181                        441,941.91          4,253.80       7.8200%        0.0800     30/360       1/1/2010                       
182                        433,659.58          4,271.91       7.8900%        0.0800     30/360       7/1/2014                       
183                        420,152.93          2,893.49       7.2300%        0.0800     30/360       5/1/2009                       
184                        386,572.55          3,765.10       7.7500%        0.0800     30/360       8/1/2014                       
185                        369,997.15          2,864.56       7.8800%        0.0800     30/360       7/1/2009                       
186                        358,084.53          2,834.69       8.7600%        0.0800     30/360      10/1/2009                       
187                        355,234.83          2,761.87       7.9300%        0.0800     30/360       7/1/2009                       
188                        347,154.26          2,490.53       7.6800%        0.0800     30/360       8/1/2009                       
189                        309,696.89          3,059.93       8.0500%        0.0800   Actual/360    11/1/2014                       
190                        273,899.09          1,763.13       7.2700%        0.0800     30/360       8/1/2009                       
191                        271,845.42          1,866.67       7.2000%        0.0800     30/360       5/1/2009                       
192                        248,575.65          2,418.08       8.2000%        0.0800     30/360       5/1/2015                       
193                        222,587.38          1,519.67       7.1500%        0.0800     30/360       6/1/2009                       
194                        220,185.59          1,855.05       7.7000%        0.0800   Actual/360     7/1/2009                       

195                        213,671.84          1,580.59       8.0200%        0.0800     30/360      10/1/2009                       
196                        210,521.75          2,650.87       7.3300%        0.0800     30/360       8/1/2009                       
197                        198,688.46          1,422.49       7.5700%        0.0800   Actual/360    10/1/2009                       
198                        196,588.28          1,955.44       8.3800%        0.0800     30/360       1/1/2015                       
199                        195,087.41          2,021.70       8.8200%        0.0800   Actual/360    10/1/2014                       
200                        191,832.89          1,851.75       7.4800%        0.0800     30/360       6/1/2014                       
201                        155,807.67          1,985.25       7.1300%        0.0800     30/360       5/1/2009                       
202                        154,030.27          1,127.44       7.8000%        0.0800   Actual/360    10/1/2009                       
203                        148,777.94          1,066.34       7.6700%        0.0800     30/360       8/1/2009                       
204                        147,009.46          1,468.33       8.4000%        0.0800     30/360      12/1/2014                       
205                        138,225.69          1,727.74       6.8200%        0.0800     30/360       6/1/2009                       
206                        124,523.19            947.89       8.3500%        0.0800     30/360       1/1/2010                       
207                        124,203.40          1,194.06       7.3500%        0.0800     30/360       5/1/2014                       
208                        115,554.23          1,122.67       7.6500%        0.0800     30/360       7/1/2014                       
209                        114,048.95          1,139.88       8.6100%        0.0800     30/360       4/1/2015                       
210                        101,587.33          1,296.55       7.3400%        0.0800     30/360       6/1/2009                       
211                         97,354.10          1,258.11       8.8400%        0.0800     30/360       2/1/2010                       
             =========================                                                                                              
                   $ 1,111,999,815.36                                                                                               
             =========================                                                                                              

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                                      REMAINING                                                                                     
                       REMAINING       LOCKOUT                                                                                      
                        LOCKOUT       AND YIELD     ANTICIPATED       ORIG.                  REMAINING        FIRST                 
 LOAN   REMAINING      AND YIELD     MAINTENANCE     REMAINING       AMORT.                 AMORTIZATION       P&I        ORIG.     
  NO.    LOCKOUT      MAINTENANCE   AND PENALTIES       TERM          TERM       SEAS.          TERM          DATE         DATE     
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1         103             103            103            106            360         14           349         9/11/1999   4/27/1999   
3         110             110            110            117            300         3            300         5/9/2005     4/5/2000   
6         113             113            113            117            360         3            360         5/11/2001   3/31/2000   
4          88              88            88              95            360         25           335         7/11/1998   5/19/1998   
7          93              93            93              96            348         24           345         5/11/2000   6/15/1998   
8          96              96            96              99            360         21           339        11/11/1998   9/18/1998   
9         110             110            110            114            300         6            294         2/1/2000    12/15/1999  
10        108             108            108            115            360         5            355         3/11/2000   1/14/2000   
11        115             115            115            118            360         2            358         6/11/2000   4/17/2000   
12        115             115            115            119            360         1            359         7/11/2000   5/12/2000   
13        115             115            115            118            360         2            358         6/11/2000   4/13/2000   
14        113             113            113            117            360         3            357         5/1/2000    3/17/2000   
15        111             111            111            115            300         5            295         3/11/2000   1/25/2000   
16        111             111            111            118            360         2            358         6/11/2000   4/20/2000   
17        101             101            101            105            360         15           345         5/1/1999    3/22/1999   
18        110             110            110            114            360         6            354         2/11/2000   12/30/1999  
19        114             114            114            118            288         2            286         6/1/2000    4/26/2000   
23         98              98            98             102            300         18           282         2/1/1999    12/29/1998  
24        114             114            114            118            360         2            358         6/11/2000   5/11/2000   
25         90              90            90              94            340         5            335         3/1/2000     2/1/2000   
26         68              68            68              72            360         12           348         8/1/1999    6/22/1999   
27        108             108            108            112            360         7            353         1/1/2000    11/3/1999   
28        106             106            106            110            360         10           350         10/1/1999   8/16/1999   
29        114             114            114            118            300         2            298         6/11/2000   5/10/2000   
30        111             111            111            118            300         2            298         6/11/2000   4/28/2000   
31        112             112            112            116            360         4            356         4/1/2000    2/11/2000   
32        102             102            102            109            360         12           349         9/1/1999     6/8/1999   
33        108             108            108            112            360         20           351         11/1/1999   10/6/1998   
37         98              98            98             102            360         12           348         8/1/1999    7/26/1999   
38        101             101            101            105            360         15           345         5/1/1999    3/25/1999   
39        110             110            110            114            360         6            354         2/11/2000   12/30/1999  
2         103             103            103            106            360         14           349         9/11/1999   4/27/1999   
40        110             170            170            290            300         10           290         10/1/1999   8/11/1999   
41        115             115            115            119            360         1            359         7/11/2000   5/12/2000   
42        111             111            111            118            360         3            357         5/11/2000   4/11/2000   
43        113             113            113            117            360         2            358         6/11/2000   4/12/2000   
44        116             116            116            119            360         2            358         6/11/2000   5/11/2000   
45         72              72            72              91            360         29           331         3/1/1998    1/30/1998   
46        113             113            113            117            360         3            357         5/11/2000    4/7/2000   
47        102             102            102            106            360         14           346         6/1/1999    4/16/1999   
48        110             110            110            114            360         6            354         2/1/2000    12/13/1999  
49        112             112            112            116            360         4            356         4/11/2000    3/3/2000   
20        112             112            112            119            300         1            299         7/11/2000   5/11/2000   
50        106             106            106            110            360         10           350         10/1/1999   8/16/1999   
51        102             102            102            106            300         14           286         6/1/1999    4/15/1999   
52        103             103            103            106            360         14           346         6/1/1999    4/23/1999   
53        113             113            113            117            480         3            477         5/1/2000    3/21/2000   
54        108             108            108            112            360         8            352         12/1/1999   10/15/1999  
55        106             106            106            110            360         10           350         10/1/1999   8/27/1999   
56         42              96            96             102            300         18           282         2/1/1999    12/17/1998  
5          88              88            88              95            357         22           335        10/11/1998    9/1/1998   
34        110             110            110            114            240         6            234         2/1/2000    12/17/1999  
57        109             109            109            113            300         7            293         1/11/2000   11/22/1999  
58        111             111            111            115            300         5            295         3/11/2000   2/10/2000   
59         49             105            105            109            360         11           349         9/1/1999    7/19/1999   
60        115             115            115            119            336         1            335         7/11/2000   5/12/2000   
61        110             110            110            114            360         6            354         2/11/2000   12/22/1999  
62        111             111            111            115            480         5            475         3/1/2000    1/28/2000   
63        111             111            111            115            360         5            355         3/11/2000   1/25/2000   
64         50              97            97             110            360         10           350         10/1/1999   8/26/1999   
65        101             101            101            105            300         15           285         5/1/1999    3/31/1999   
66        114             114            114            116            300         4            296         4/11/2000    3/3/2000   
67        106             106            106            110            360         10           350         10/1/1999   8/31/1999   
21        112             112            112            119            300         1            299         7/11/2000   5/11/2000   
68         92              92            107            111            720         9            711         11/1/1999   9/14/1999   
69        162             162            162            169            180         11           169         9/1/1999     7/9/1999   
70        115             115            115            118            360         2            358         6/11/2000   4/27/2000   
71        109             109            109            111            360         9            351        11/11/1999   9/14/1999   
72        109             109            109            116            300         4            296         4/11/2000   2/29/2000   
73        111             111            111            115            360         5            355         3/11/2000   1/28/2000   
74         97              97            112            116            720         4            716         4/1/2000     3/1/2000   
75        101             101            101            108            300         12           288         8/1/1999     6/9/1999   
76        113             113            113            117            360         3            357         5/11/2000   3/17/2000   
77        114             114            114            118            300         2            298         6/11/2000   5/11/2000   
78        111             111            111            118            360         2            358         6/11/2000   5/11/2000   
79        110             110            110            114            300         6            294         2/11/2000   12/15/1999  
80        103             103            103            110            360         10           350         10/1/1999   8/17/1999   
81        109             109            109            111            360         9            351        11/11/1999   9/14/1999   
82         51              51            51              58            360         2            358         6/11/2000   5/11/2000   
83        115             115            115            117            360         3            357         5/11/2000   3/23/2000   
84        110             110            110            114            300         6            294         2/1/2000    12/21/1999  
85        116             116            116            119            360         1            359         7/11/2000   5/15/2000   
86        107             107            107            111            360         9            351         11/1/1999    9/3/1999   
87        113             113            113            117            720         3            717         5/1/2000    3/16/2000   
88        108             108            108            112            300         8            292         12/1/1999   10/29/1999  
89         90              90            105            109            720         11           709         9/1/1999    7/14/1999   
90        106             106            106            110            360         10           350         10/1/1999   8/23/1999   
22        112             112            112            119            300         1            299         7/11/2000   5/11/2000   
91         48             101            101            108            360         12           348         8/1/1999     6/8/1999   
92        134             134            167            171            180         9            171         11/1/1999   9/28/1999   
93        106             106            106            113            300         7            293         1/11/2000   12/2/1999   
94        104             104            104            108            324         12           312         8/1/1999    6/28/1999   
95        107             107            107            111            360         9            351         11/1/1999    9/8/1999   
96        106             106            106            287            300         13           287         7/1/1999    5/20/1999   
97        105             105            105            109            360         11           349         9/1/1999    7/29/1999   
98        110             110            110            114            360         6            354         2/11/2000   12/29/1999  
99        105             105            105            109            720         11           709         9/1/1999    7/16/1999   
100       156             156            213            217            240         23           217         9/1/1998     7/1/1998   
101       104             104            104            108            360         12           348         8/1/1999    6/16/1999   
102       112             112            112            116            360         4            356         4/11/2000   2/25/2000   
103       114             114            114            118            360         2            358         6/11/2000   5/11/2000   
104       112             112            112            115            360         5            355         3/11/2000   1/27/2000   
105       105             105            105            112            360         8            352        12/11/1999   11/3/1999   
106        93              93            107            111            240         9            231         11/1/1999   9/16/1999   
107       106             106            106            110            480         10           470         10/1/1999    8/3/1999   
108       110             110            110            114            360         6            354         2/11/2000   12/22/1999  
109        76              76            108            112            360         8            352         12/1/1999   10/6/1999   
110        90              90            105            109            360         11           349         9/1/1999    7/28/1999   
111       108             108            108            112            720         8            712         12/1/1999   10/25/1999  
112       115             115            115            119            300         1            299         7/11/2000   5/15/2000   
113       232             232            232            236            240         4            236         4/1/2000    2/17/2000   
114       107             107            107            111            300         21           279         11/1/1998   9/22/1998   
115       104             104            104            108            360         12           348         8/1/1999     6/2/1999   
116       111             111            111            118            360         2            358         6/11/2000   5/11/2000   
117       104             104            104            108            360         12           348         8/1/1999     6/7/1999   
118       110             110            110            117            360         3            357         5/11/2000    4/3/2000   
119        41              97            97             101            360         19           341         1/1/1999    11/2/1998   
120       107             107            107            111            360         9            351         11/1/1999   9/22/1999   
121       110             110            110            113            360         7            353         1/11/2000   11/24/1999  
122       115             115            115            119            300         1            299         7/11/2000   5/15/2000   
123       104             104            104            108            360         12           348         8/1/1999    6/22/1999   
124       171             171            171            175            180         5            175         3/1/2000    1/13/2000   
125       111             111            111            118            360         2            358         6/11/2000   5/11/2000   
126       100             100            100            104            300         16           284         4/1/1999    2/22/1999   
35        110             110            110            114            240         6            234         2/1/2000    12/17/1999  
127       102             102            102            106            300         14           286         6/1/1999    4/26/1999   
128       111             111            111            114            360         6            354         2/11/2000   12/22/1999  
129       233             233            233            237            240         3            237         5/1/2000    3/29/2000   
130        91              91            105            109            360         11           349         9/1/1999     7/7/1999   
131       102             102            102            106            360         14           346         6/1/1999    4/23/1999   
132       226             226            226            230            240         10           230         10/1/1999   8/17/1999   
133       109             109            109            113            360         7            353         1/11/2000   12/2/1999   
134       111             111            111            115            360         5            355         3/1/2000    1/13/2000   
135       172             172            172            176            180         4            176         4/1/2000    2/15/2000   
136       107             107            107            111            480         9            471         11/1/1999    9/9/1999   
137       108             108            108            112            360         8            352         12/1/1999   10/26/1999  
138       110             110            110            114            300         6            294         2/1/2000    12/3/1999   
139       108             108            108            112            300         8            292         12/1/1999   10/19/1999  
140       104             104            104            108            360         12           348         8/1/1999     6/7/1999   
141       110             110            110            114            480         6            474         2/1/2000    12/10/1999  
142       110             110            110            114            360         6            354         2/1/2000    12/22/1999  
143       110             110            110            114            300         6            294         2/1/2000    12/2/1999   
36        110             110            110            114            240         6            234         2/1/2000    12/17/1999  
144       101             101            101            105            360         15           345         5/1/1999    3/15/1999   
145       111             111            159            171            360         8            352         12/1/1999   10/21/1999  
146       170             170            170            174            480         6            474         2/1/2000    12/21/1999  
147       228             228            228            232            240         8            232         12/1/1999   8/19/1999   

148       103             103            103            107            300         13           287         7/1/1999     5/3/1999   
149       108             108            108            112            300         8            292        12/11/1999   11/10/1999  
150       166             166            166            170            180         10           170         10/1/1999   8/30/1999   
151       113             113            113            117            480         3            477         5/1/2000    3/30/2000   
152       112             112            112            114            360         6            354         2/11/2000    1/7/2000   
153       109             109            109            113            180         7            173         1/1/2000    11/15/1999  
154       107             107            107            111            360         9            351         11/1/1999   9/27/1999   
155       105             105            105            109            360         11           349         9/1/1999    7/22/1999   
156       113             113            113            117            480         3            477         5/1/2000    3/14/2000   
157        96              96            96             100            360         20           340        12/11/1998   10/16/1998  
158       108             108            108            112            360         8            352        12/11/1999   10/13/1999  
159       227             227            227            231            240         9            231         11/1/1999   9/29/1999   
160       110             110            110            114            360         6            354         2/1/2000    12/30/1999  
161       169             169            169            173            180         7            173         1/1/2000    11/4/1999   

162       165             165            165            169            480         11           469         9/1/1999     7/9/1999   
163       172             172            172            176            180         4            176         4/1/2000    2/15/2000   
164       101             101            101            105            360         15           345         5/1/1999    3/26/1999   
165       164             164            164            168            180         12           168         8/1/1999    6/16/1999   
166       112             112            112            116            480         4            476         4/1/2000    2/10/2000   
167        98              98            116            117            360         4            356         4/1/2000     3/1/2000   
168       110             110            110            114            360         6            354         2/1/2000    12/17/1999  
169       232             232            232            236            240         4            236         4/1/2000    2/11/2000   
170       111             111            111            115            480         5            475         3/1/2000    1/12/2000   
171       164             164            164            168            180         12           168         8/1/1999    6/18/1999   
172       109             109            109            113            720         7            713         1/1/2000    11/2/1999   
173       107             107            107            111            360         9            351         11/1/1999    9/9/1999   
174       106             106            106            110            360         10           350         10/1/1999   8/25/1999   
175       175             175            175            179            180         1            179         7/1/2000     5/3/2000   
176       113             113            113            117            360         3            357         5/1/2000     3/9/2000   
177       134             134            166            170            180         10           170         10/1/1999    9/1/1999   
178       106             106            106            110            480         10           470         10/1/1999   8/31/1999   
179       104             104            104            108            360         12           348         8/1/1999    6/29/1999   
180       104             104            104            108            240         12           228         8/1/1999     6/9/1999   
181       110             110            110            114            180         6            174         2/1/2000    12/16/1999  
182       164             164            164            168            180         12           168         8/1/1999     6/4/1999   
183       102             102            102            106            360         14           346         6/1/1999    4/12/1999   
184       165             165            165            169            180         11           169         9/1/1999    7/20/1999   
185       104             104            104            108            300         12           288         8/1/1999    6/15/1999   
186       107             107            107            111            360         9            351         11/1/1999   9/23/1999   
187       104             104            104            108            300         12           288         8/1/1999    6/16/1999   
188        91              91            105            109            360         11           349         9/1/1999    7/29/1999   
189       168             168            168            172            180         8            172         12/1/1999   10/20/1999  
190       105             105            105            109            480         11           469         9/1/1999    7/29/1999   
191       102             102            102            106            360         14           346         6/1/1999    4/23/1999   
192       174             174            174            178            180         2            178         6/1/2000    4/17/2000   
193       103             103            103            107            360         13           347         7/1/1999    5/24/1999   
194       104             104            104            108            240         12           228         8/1/1999     6/8/1999   
195       107             107            107            111            360         9            351         11/1/1999   9/14/1999   
196       105             105            105            109            120         11           109         9/1/1999    7/21/1999   
197       107             107            107            111            360         9            351         11/1/1999   9/15/1999   
198       170             170            170            174            180         6            174         2/1/2000    12/29/1999  
199       167             167            167            171            180         9            171         11/1/1999   9/22/1999   
200       163             163            163            167            180         13           167         7/1/1999    5/26/1999   
201       102             102            102            106            120         14           106         6/1/1999    4/20/1999   
202       107             107            107            111            360         9            351         11/1/1999   9/23/1999   
203       105             105            105            109            360         11           349         9/1/1999    7/23/1999   
204       169             169            169            173            180         7            173         1/1/2000    11/16/1999  
205       103             103            103            107            120         13           107         7/1/1999     5/6/1999   
206       110             110            110            114            360         6            354         2/1/2000    12/20/1999  
207       162             162            162            166            180         14           166         6/1/1999    4/21/1999   
208       164             164            164            168            180         12           168         8/1/1999    6/15/1999   
209       173             173            173            177            180         3            177         5/1/2000    3/14/2000   
210       103             103            103            107            120         13           107         7/1/1999    5/25/1999   
211       111             111            111            115            120         5            115         3/1/2000    1/26/2000   

424B5
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RANGE OF DEBT SERVICE COVERAGE RATIOS   

                                                        [Enlarge/Download Table]

                                                                         WEIGHTED                                       
                                               PERCENT BY    WEIGHTED    AVERAGE       WEIGHTED                         
 RANGE OF DEBT     NUMBER OF    CUT-OFF DATE     CUT-OFF     AVERAGE    REMAINING      AVERAGE      WEIGHTED    WEIGHTED
     SERVICE      LOANS/LOAN     PRINCIPAL      PRINCIPAL    MORTGAGE      TERM      AMORTIZATION    AVERAGE    AVERAGE 
COVERAGE RATIOS      POOLS        BALANCE        BALANCE       RATE       (MOS.)     TERM (MOS.)       LTV        DSCR  
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                        
1.10x -1.19  ...        8      $   28,399,363       2.6%      8.039%       120           278           67%        1.13x 
1.20x -1.29  ...       45         364,101,528      32.7       8.269        117           349           73         1.24  
1.30x -1.39  ...       35         280,374,580      25.2       8.234        110           338           67         1.34  
1.40x -1.49  ...       13         152,348,150      13.7       8.161        106           333           63         1.47  
1.50x -1.59  ...       12          95,166,760       8.6       8.658        113           307           59         1.54  
1.60x -1.69  ...        4          12,194,024       1.1       9.398        115           304           58         1.62  
1.80x -1.89  ...        2           5,004,417        .5       8.660        117           391           65         1.81  
1.90x -1.99  ...        1           1,583,051        .1       7.610        106           346           57         1.91  
2.00x and over         91         172,827,943      15.5       7.902        125           363           25         5.41  
                      ---      --------------     -----       -----        ---           ---           --         ----  
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x 
                      ===      ==============     =====                                                                 

RANGE OF LOAN-TO-VALUE RATIOS   

                                                        [Enlarge/Download Table]

                                                                         WEIGHTED                                       
                                               PERCENT BY    WEIGHTED    AVERAGE       WEIGHTED                         
                   NUMBER OF    CUT-OFF DATE     CUT-OFF     AVERAGE    REMAINING      AVERAGE      WEIGHTED    WEIGHTED
 RANGE OF LOAN    LOANS/LOAN     PRINCIPAL      PRINCIPAL    MORTGAGE      TERM      AMORTIZATION    AVERAGE    AVERAGE 
TO VALUE RATIOS      POOLS        BALANCE        BALANCE       RATE       (MOS.)     TERM (MOS.)       LTV        DSCR  
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                        
50% or less  ...       90      $  173,531,746      15.6%      7.960%       125           359           25%        5.36x 
51% -60% .......       26         207,491,556      18.7       8.491        111           320           55         1.47  
61% -70% .......       31         298,786,605      26.9       8.377        111           334           66         1.38  
71% -75% .......       42         299,882,492      27.0       8.066        113           347           73         1.27  
76% -80% .......       22         132,307,416      11.9       8.203        117           349           78         1.24  
                      ---      --------------     -----       -----        ---           ---           --         ----  
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x 
                      ===      ==============     =====                                                                 

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RANGE OF LOAN-TO-VALUE RATIOS AT EARLIER OF ANTICIPATED REPAYMENT DATES OR  
MATURITY  

                                                        [Enlarge/Download Table]

                                                                                                                         WEIGHTED 
                              CUT-OFF       PERCENT BY   WEIGHTED     WEIGHTED     WEIGHTED                              AVERAGE  
   RANGE OF      NUMBER        DATE           CUT-OFF    AVERAGE      AVERAGE      AVERAGE       WEIGHTED  WEIGHTED       LTV AT  
   LOAN TO      OF LOANS/    PRINCIPAL       PRINCIPAL   MORTGAGE    REMAINING   AMORTIZATION    AVERAGE    AVERAGE       ARD OR/ 
VALUE RATIOS   LOAN POOLS     BALANCE         BALANCE      RATE     TERM (MOS.)  TERM (MOS.)       LTV        DSCR       MATURITY 
------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------   ----------
                                                                                                                                  
Fully                                                                                                                             
 Amortizing....       36      $   40,885,167       3.7%      7.900%       217           217           40%        4.07x          0 
50% or less....       78         316,626,978      28.5       8.146        111           347           41         3.25          35 
51% -60%.......       27         280,987,808      25.3       8.421        111           334           65         1.41          57 
61% -70%.......       61         398,434,875      35.8       8.195        109           350           73         1.28          66 
71% -75%.......        9          75,064,988       6.8       8.214        116           358           79         1.24          72 
                     ---      --------------     -----       -----        ---           ---           --         ----          -- 
TOTAL..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x         55 
                     ===      ==============     =====                                                                            

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MORTGAGED PROPERTIES BY STATE   

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                                                  PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED                         
                                                    CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
                   NUMBER OF     CUT-OFF DATE      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE 
STATE             PROPERTIES   PRINCIPAL BALANCE    BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR  
---------------  ------------ -----------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                           
Alabama ........        2       $   26,927,105         2.4%      8.964%       114           351           57%        1.39x 
Arizona ........        5            9,271,649          .8       8.742        110           318           66         1.40  
California .....       17          141,336,965        12.7       8.392        115           354           72         1.26  
Colorado .......        1            1,987,606          .2       8.430        108           348           69         1.41  
Connecticut  ...        1            8,670,771          .8       8.330        114           354           77         1.20  
Florida ........       12           56,030,518         5.0       8.292        107           338           70         1.27  
Georgia ........        8           33,364,644         3.0       8.510        110           317           66         1.41  
Hawaii .........        4           24,972,537         2.2       8.070        118           358           73         1.22  
Illinois .......        3            3,015,297          .3       8.131        199           199           22         4.29  
Indiana ........        1           29,847,318         2.7       8.850        114           294           56         1.59  
Kansas .........        6           25,132,247         2.3       7.448        101           341           76         1.31  
Kentucky .......        1           11,421,508         1.0       7.250         95           335           75         1.33  
Maryland .......        2            8,460,793          .8       7.805        107           304           68         1.37  
Massachusetts  .        6           60,604,995         5.5       8.002        103           333           71         1.30  
Michigan .......        4           32,592,113         2.9       8.645        117           337           71         1.31  
Minnesota ......        1            2,958,782          .3       8.260        110           350           75         1.26  
Montana ........        1           12,671,976         1.1       7.420         94           335           71         1.29  
Nevada .........        2            6,313,632          .6       8.801        116           356           69         1.54  
New Hampshire  .        1            4,970,597          .4       8.080        110           350           77         1.22  
New Jersey .....        6           28,982,426         2.6       8.047        163           325           42         3.21  
New Mexico .....        1            7,493,175          .7       8.750        119           358           66         1.54  
New York .......      100          269,744,409        24.3       7.970        118           350           39         3.73  
North Carolina          3           11,704,892         1.1       8.653        156           329           77         1.27  
Ohio ...........        2            9,625,606          .9       8.243        110           333           72         1.36  
Oklahoma .......        1            2,757,787          .2       8.500        113           293           65         1.37  
Oregon .........        1            2,730,895          .2       8.110        111           351           71         1.24  
Pennsylvania  ..        4           30,398,332         2.7       8.195        117           357           68         1.29  
South Carolina          1            3,241,926          .3       8.250        102           282           54         1.51  
Texas ..........       18           72,906,629         6.6       8.763        115           321           70         1.33  
Virginia .......        3           20,920,529         1.9       9.029        114           294           66         1.44  
Washington .....        6           99,314,534         8.9       8.182        109           351           67         1.40  
Washington DC  .        3           51,627,624         4.6       7.862        103           343           68         1.35  
                      ---       --------------       -----       -----        ---           ---           --         ----  
TOTAL ..........      227       $1,111,999,815       100.0%      8.229%       114           341           61%        1.97x 
                      ===       ==============       =====                                                                 

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YEAR BUILT OR RENOVATED   

                                                        [Enlarge/Download Table]

                                              PERCENT BY   WEIGHTED    WEIGHTED     WEIGHTED                            WEIGHTED  
 RANGE OF                                      CUT-OFF     AVERAGE      AVERAGE     AVERAGE     WEIGHTED   WEIGHTED     AVERAGE   
YEAR BUILT/   NUMBER OF     CUT-OFF DATE       PRINCIPAL   MORTGAGE    REMAINING  AMORTIZATION  AVERAGE    AVERAGE     YEAR BUILT/
RENOVATED    PROPERTIES   PRINCIPAL BALANCE    BALANCE       RATE     TERM (MOS.)  TERM (MOS.)    LTV        DSCR      RENOVATED  
------------ ------------ -----------------  ------------ ----------  ----------- ------------ ---------- ----------  ----------- 
                                                                                                                                  
Pre 1970 ...       96       $  158,228,320        14.2%      8.108%       124           374        37%        4.92x        1941   
1970 -1974 .        6           30,333,145         2.7       7.934        111           330        61         2.17         1973   
1975 -1979 .        3            3,577,499          .3       7.220        188           237        20         5.07         1976   
1980 -1984 .        9           36,926,716         3.3       8.390         91           348        69         1.28         1983   
1985 -1987 .       13          122,560,396        11.0       8.041        106           358        63         1.62         1986   
1988 -1990 .       16          132,804,418        11.9       8.259        109           345        67         1.34         1989   
1991 -1994 .       10           53,372,800         4.8       8.467        113           347        70         1.33         1994   
1995 -1997 .       22          185,547,905        16.7       8.138        111           314        52         1.80         1996   
1998 -2000 .       52          388,648,617        35.0       8.354        119           333        71         1.30         1999   
                  ---       --------------       -----       -----        ---           ---        --         ----         ----   
TOTAL ......      227       $1,111,999,815       100.0%      8.229%       114           341        61%        1.97x        1986   
                  ===       ==============       =====                                                                            

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MORTGAGE PROPERTIES BY PROPERTY TYPE  

                                                        [Enlarge/Download Table]


                                                              PERCENT BY WEIGHTED  WEIGHTED    WEIGHTED             
                                               CUT-OFF DATE    CUT-OFF    AVERAGE   AVERAGE     AVERAGE    WEIGHTED 
                                   NUMBER OF     PRINCIPAL    PRINCIPAL  MORTGAGE  REMAINING AMORTIZATION  AVERAGE  
  PROPERTY TYPE                    PROPERTIES     BALANCE      BALANCE     RATE      TERM        TERM        LTV    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
                                                                                                                    
OFFICE                                 25     $  308,008,141     27.7%     8.201%     115         334         58%   
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
RETAIL                ANCHORED         27        216,340,785     19.5      7.937      109         342         73    
                     UNANCHORED         6         17,406,792      1.6      8.320      113         348         75    
* RETAIL                               33        233,747,577       21      7.966      109         342         74    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
COOP RESIDENTIAL                       95        134,109,511     12.1      8.010      128         388         27    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
MIXED USE                              12        109,183,685      9.8      8.157      103         344         67    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
INDUSTRIAL                             14        104,556,649      9.4      8.327      118         333         68    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
LODGING             FULL SERVICE        6         65,989,935      5.9      9.148      116         296         61    
                   EXTENDED STAY        5         14,244,827      1.3      8.250      102         282         54    
                  LIMITED SERVICE       4         14,229,918      1.3      9.260      113         293         69    
* LODGING                              15         94,464,680      8.5      9.029      113         293         61    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
MULTIFAMILY                            23         90,171,440      8.1      8.402      116         351         72    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
OTHER                  MHC(3)           5         18,221,004      1.6      7.851      110         343         76    
                  ASSISTED LIVING       3         14,310,609      1.3      9.130      119         299         56    
                    SELF STORAGE        2          5,226,520      0.5      8.162      112         287         60    
* OTHER                                10         37,758,133      3.4      8.379      114         319         66    
----------------  --------------- ----------  -------------- ----------  -------- ---------  ------------ --------  
TOTAL                                 227     $1,111,999,815      100%     8.229%     114         341         61%   
====================================================================================================================

                                                                [Download Table]

                                                                           WEIGHTED 
                                                                            AVERAGE 
                                   WEIGHTED                LOAN  WEIGHTED    YEAR   
                                   AVERAGE      PROPERTY   PER    AVERAGE   BUILT/  
  PROPERTY TYPE                      DSCR       SIZE(1)    SIZE  OCCUP.(2) RENOVATED
----------------  --------------- --------     --------- ------  -------- --------- 
                                                                                    
OFFICE                               1.62X     5,066,137 $   104     99%     1992   
----------------  --------------- --------     --------- ------  -------- --------- 
RETAIL                ANCHORED       1.28      2,742,529      79     97      1994   
                     UNANCHORED      1.28        182,863      95     96      1988   
* RETAIL                             1.28      2,925,392      80     97      1993   
----------------  --------------- --------     --------- ------  -------- --------- 
COOP RESIDENTIAL                     6.06          5,356  25,039    NAP      1944   
----------------  --------------- --------     --------- ------  -------- --------- 
MIXED USE                            1.33            NAP     NAP    NAP      1992   
----------------  --------------- --------     --------- ------  -------- --------- 
INDUSTRIAL                           1.27      3,158,970      33     98      1981   
----------------  --------------- --------     --------- ------  -------- --------- 
LODGING             FULL SERVICE     1.52          1,309  50,412     68      1995   
                   EXTENDED STAY     1.51            712  20,007     82      1996   
                  LIMITED SERVICE    1.45            372  38,252     71      1996   
* LODGING                            1.51          2,393  39,475     71      1996   
----------------  --------------- --------     --------- ------  -------- --------- 
MULTIFAMILY                           1.3          3,006  29,997     96      1992   
----------------  --------------- --------     --------- ------  -------- --------- 
OTHER                  MHC(3)        1.18          1,028  17,725     94      1980   
                  ASSISTED LIVING    1.33            204  70,150     90      1998   
                    SELF STORAGE     1.43        131,482      40     86      1997   
* OTHER                              1.27        132,714     285     92      1989   
----------------  --------------- --------     --------- ------  -------- --------- 
TOTAL                                1.97X           NAP     NAP     95%     1986   
=================================================================================== 

------------                                                                    
(1)    Property Size refers to total leasable square feet with respect to       
 retail, office and industrial/warehouse properties and self-storage
    properties, number of units with respect to multifamily properties and
the manufactured housing communities, number of guest rooms with  
respect to each hospitality property and the number of beds with  
respect to each senior housing property.                          
(2)    Weighted average of the occupancy percentages for the corresponding      
   property type determined on the basis of the individual occupancy set
forth on Annex A.                                                 
(3)    Manufactured Housing Communities.                                        

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RANGE OF CUT-OFF PRINCIPAL BALANCES   

                                                        [Enlarge/Download Table]

                               NUMBER       CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED                         
                             OF LOANS/        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
RANGE OF CUT-OFF                LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE 
PRINCIPAL BALANCES             POOLS        BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV       DSCR   
--------------------------  ----------- --------------  ------------ ----------  ----------- --------------  ----------  ---------
                                                                                                                                  
$500,000 or less ..........      34      $    8,740,356        .8%      7.750%       126           267           20%      8.29x   
$500,000+ -1,000,000  .....      20          14,527,915       1.3       8.157        147           320           29       6.85    
$1,000,000+ -2,000,000  ...      39          58,404,645       5.3       8.261        129           318           48       3.57    
$2,000,000+ -3,000,000  ...      33          81,866,272       7.4       8.185        126           362           53       3.59    
$3,000,000+ -4,000,000  ...      15          51,818,682       4.7       8.631        111           384           57       2.53    
$4,000,000+ -5,000,000  ...      12          54,709,225       4.9       8.481        118           348           66       1.88    
$5,000,000+ -6,000,000  ...      10          56,210,669       5.1       8.281        110           329           67       1.34    
$6,000,000+ -7,000,000  ...       9          58,664,274       5.3       8.322        112           351           60       2.16    
$7,000,000+ -8,000,000  ...       7          53,043,583       4.8       8.254        140           344           66       1.54    
$8,000,000+ -9,000,000  ...       4          34,243,932       3.1       8.109        107           349           73       1.32    
$9,000,000+ -10,000,000  ..       2          19,856,323       1.8       7.775        110           350           75       1.18    
$10,000,000+ -15,000,000  .       9         108,792,546       9.8       8.520        106           330           65       1.54    
$15,000,000+ -20,000,000  .       3          56,372,895       5.1       8.318        112           329           72       1.26    
$20,000,000+ -30,000,000  .       8         187,218,257      16.8       8.653        117           340           61       1.36    
$30,000,000+ -40,000,000  .       2          76,862,191       6.9       7.477         97           342           60       1.43    
$40,000,000+ -50,000,000  .       3         136,422,745      12.3       7.717        110           330           59       1.83    
$50,000,000+ -60,000,000  .       1          54,245,305       4.9       7.990        106           349           65       1.49    
                                ---      --------------     -----       -----        ---           ---           --       ----    
TOTAL .....................     211      $1,111,999,815     100.0%      8.229%       114           341           61%      1.97x   
                                ===      ==============     =====                                                                 

RANGE OF MORTGAGE RATES   

                                                        [Enlarge/Download Table]

                                   CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED                         
                    NUMBER OF        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
 RANGE OF            LOANS/       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE 
MORTGAGE RATES     LOAN POOLS      BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR  
----------------  ------------ --------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                         
6.000% -6.999%  .        7      $   15,267,254       1.4%      6.775%       134           322           55%        4.40x 
7.000% -7.499%  .       24         139,442,841      12.5       7.322        112           340           61         2.07  
7.500% -7.999%  .       47         249,619,033      22.4       7.787        112           342           52         2.66  
8.000% -8.499%  .       61         320,934,784      28.9       8.194        115           352           66         1.74  
8.500% -8.999%  .       47         247,056,067      22.2       8.758        115           339           65         1.58  
9.000% -9.499%  .       20         122,820,496      11.0       9.148        118           319           57         1.64  
9.500% -9.999%  .        5          16,859,340       1.5       9.791        105           309           62         1.47  
                       ---      --------------     -----       -----        ---           ---           --         ----  
TOTAL ...........      211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x 
                       ===      ==============     =====                                                                 

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RANGE OF REMAINING ANTICIPATED TERMS  

                                                        [Enlarge/Download Table]


RANGE OF                        CUT-OFF         PERCENT BY  WEIGHTED    WEIGHTED     WEIGHTED                
ANTICIPATED        NUMBER OF      DATE           CUT-OFF    AVERAGE     AVERAGE       AVERAGE       WEIGHTED 
REMAINING           NOTES/      PRINCIPAL       PRINCIPAL   MORTGAGE    REMAINING  AMORTIZATION     AVERAGE  
  TERM            LOAN POOLS     BALANCE         BALANCE     RATE      TERM (MOS.)  TERM (MOS.)       LTV    
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ----------
                                                                                                             
4+ -5 YEARS  ...        1      $    3,347,746        .3%      9.710%        58           358           50%   
5+ -6 YEARS  ...        1          12,175,969       1.1       8.520         72           348           69    
7+ -8 YEARS  ...        5         108,074,685       9.7       7.330         95           338           64    
8+ -9 YEARS  ...       39         215,728,704      19.4       7.908        104           333           66    
9+ -10 YEARS  ..      131         729,046,758      65.6       8.462        115           350           60    
13+ -14 YEARS  .        6           2,262,799        .2       7.843        168           168           18    
14+ -15 YEARS  .       19          19,669,294       1.8       8.322        172           217           35    
18+ -19 YEARS  .        1           2,622,627        .2       7.150        217           217           20    
19+ -20 YEARS  .        6           8,439,698        .8       8.311        234           234           18    
23+ -24 YEARS  .        1           2,728,163        .2       6.900        287           287           78    
24+ -25 YEARS  .        1           7,903,372        .7       7.310        290           290           74    
                      ---      --------------     -----       -----        ---           ---           --    
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%   
                      ===      ==============     =====                                                      

                                                                [Download Table]

                                                   WEIGHTED  
RANGE OF                           WEIGHTED        AVERAGE   
ANTICIPATED         WEIGHTED       AVERAGE         REMAINING 
REMAINING           AVERAGE        REMAINING      LOCK-OUT + 
  TERM                DSCR          LOCK-OUT     YIELD MAINT.
---------------    ----------     -----------  --------------
                                                             
4+ -5 YEARS  ...       1.27X            51            51     
5+ -6 YEARS  ...       1.26             68            68     
7+ -8 YEARS  ...       1.48             89            89     
8+ -9 YEARS  ...       1.50             98           101     
9+ -10 YEARS  ..       2.06            110           110     
13+ -14 YEARS  .       5.84            164           164     
14+ -15 YEARS  .       4.15            158           158     
18+ -19 YEARS  .       4.76            156           156     
19+ -20 YEARS  .       8.43            230           230     
23+ -24 YEARS  .       1.22            106           106     
24+ -25 YEARS  .       1.22            110           170     
                       ----            ---           ---     
TOTAL ..........       1.97X           107           108     
                       ====            ===           ===     

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ANTICIPATED REPAYMENT BY YEAR   

                                                        [Enlarge/Download Table]

                  NUMBER       CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED                         
ANTICIPATED     OF LOANS/        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED    WEIGHTED
REPAYMENT          LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE    AVERAGE 
 BY YEAR          POOLS        BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV        DSCR  
-------------  ----------- --------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                     
2005 .........       1      $    3,347,746        .3%      9.710%        58           358           50%        1.27x 
2006 .........       1          12,175,969       1.1       8.520         72           348           69         1.26  
2008 .........       8         148,165,019      13.3       7.418         96           339           65         1.46  
2009 .........      90         335,444,760      30.2       7.984        108           351           62         2.36  
2010 .........      77         569,240,367      51.2       8.590        117           343           61         1.72  
2014 .........      17          15,203,753       1.4       8.108        170           202           38         4.37  
2015 .........       8           6,728,340        .6       8.644        176           233           22         4.21  
2018 .........       1           2,622,627        .2       7.150        217           217           20         4.76  
2019 .........       3           3,847,960        .3       7.897        231           231           30         3.11  
2020 .........       3           4,591,738        .4       8.658        236           236            8        12.88  
2024 .........       2          10,631,536       1.0       7.205        289           289           75         1.22  
                   ---      --------------     -----       -----        ---           ---           --         ----  
TOTAL ........     211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x 
                   ===      ==============     =====                                                                 

------------                                                                    
The weighted average year of anticipated repayment is 2010.                     

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YEARS OF SCHEDULED MATURITY   

                                                        [Enlarge/Download Table]

               NUMBER        CUT-OFF       PERCENT BY  WEIGHTED    WEIGHTED     WEIGHTED                           
YEARS OF      OF LOANS/       DATE          CUT-OFF     AVERAGE    AVERAGE       AVERAGE       WEIGHTED   WEIGHTED 
SCHEDULED      LOAN         PRINCIPAL      PRINCIPAL   MORTGAGE    REMAINING  AMORTIZATION     AVERAGE    AVERAGE  
MATURITY       POOLS         BALANCE       BALANCE       RATE     TERM (MOS.)  TERM (MOS.)       LTV        DSCR   
-----------  ----------- --------------  ------------ ----------  ----------- --------------  ---------- ----------
                                                                                                                   
2006 .......       1      $   12,175,969       1.1%      8.520%        72           348           69%        1.26x 
2008 .......       4          23,137,698       2.1       7.717         94           334           59         1.83  
2009 .......      77         227,252,350      20.4       7.888        108           355           60         2.80  
2010 .......      29         104,628,099       9.4       8.472        116           385           50         2.68  
2014 .......      17          15,203,753       1.4       8.108        170           202           38         4.37  
2015 .......       8           6,728,340        .6       8.644        176           233           22         4.21  
2018 .......       1           2,622,627        .2       7.150        217           217           20         4.76  
2019 .......       3           3,847,960        .3       7.897        231           231           30         3.11  
2020 .......       3           4,591,738        .4       8.658        236           236            8        12.88  
2024 .......       6          40,865,567       3.7       8.190        161           288           69         1.31  
2025 .......      15         117,127,049      10.5       9.173        116           298           60         1.48  
2028 .......       4         125,027,321      11.2       7.362         97           339           66         1.39  
2029 .......      10          95,923,831       8.6       8.128        108           350           68         1.42  
2030 .......      32         288,867,512      26.0       8.488        116           347           61         1.56  
2031 .......       1          44,000,000       4.0       8.130        117           360           79         1.21  
                 ---      --------------     -----       -----        ---           ---           --         ----  
TOTAL ......     211      $1,111,999,815     100.0%      8.229%       114           341           61%        1.97x 
                 ===      ==============     =====                                                                 

------------                                                                    
The weighted average year of scheduled maturity is 2022.                        

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RANGE OF REMAINING LOCK-OUT PLUS YIELD MAINTENANCE TERMS  

                                                        [Enlarge/Download Table]

    REMAINING                                                                                                
    LOCK-OUT                      CUT-OFF      PERCENT BY    WEIGHTED    WEIGHTED      WEIGHTED              
    AND YIELD      NUMBER OF        DATE         CUT-OFF     AVERAGE     AVERAGE       AVERAGE      WEIGHTED 
  MAINTENANCE       NOTES/       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING    AMORTIZATION    AVERAGE 
     PERIODS      LOAN POOLS      BALANCE        BALANCE       RATE    TERM (MOS.)   TERM (MOS.)       LTV   
---------------  ------------ --------------  ------------ ----------  ----------- --------------  ----------
                                                                                                             
4+ -5 YEARS  ...        1      $    3,347,746        .3%      9.710%        58           358           50%   
5+ -6 YEARS  ...        2          19,521,290       1.8       8.396         79           342           57    
6+ -7 YEARS  ...        1           2,317,146        .2       7.980        112           352           11    
7+ -8 YEARS  ...       13         158,889,495      14.3       7.377         98           353           62    
8+ -9 YEARS  ...       80         329,206,643      29.6       8.059        110           351           64    
9+ -10 YEARS  ..       82         559,118,741      50.3       8.574        117           339           61    
11+ -12 YEARS  .        2           3,311,090        .3       8.358        171           171           40    
12+ -13 YEARS  .        1           2,622,627        .2       7.150        217           217           20    
13+ -14 YEARS  .       12           9,564,968        .9       7.904        169           196           40    
14+ -15 YEARS  .       11          15,660,370       1.4       7.940        233           258           48    
18+ -19 YEARS  .        3           3,847,960        .3       7.897        231           231           30    
19+ -20 YEARS  .        3           4,591,738        .4       8.658        236           236            8    
                      ---      --------------     -----       -----        ---           ---           --    
TOTAL ..........      211      $1,111,999,815     100.0%      8.229%       114           341           61%   
                      ===      ==============     =====                                                      


                                                                [Download Table]


    REMAINING                                   WEIGHTED   
    LOCK-OUT                      WEIGHTED       AVERAGE   
    AND YIELD      WEIGHTED        AVERAGE      REMAINING  
  MAINTENANCE      AVERAGE        REMAINING    LOCK-OUT +  
     PERIODS         DSCR         LOCK-OUT    YIELD MAINT. 
---------------  ----------     -----------  --------------
                                                           
4+ -5 YEARS  ...     1.27X            51            51     
5+ -6 YEARS  ...     1.82             70            70     
6+ -7 YEARS  ...     9.84             76            76     
7+ -8 YEARS  ...     2.30             90            92     
8+ -9 YEARS  ...     1.91            101           104     
9+ -10 YEARS  ..     1.70            112           112     
11+ -12 YEARS  .     2.51            134           134     
12+ -13 YEARS  .     4.76            156           156     
13+ -14 YEARS  .     5.24            164           164     
14+ -15 YEARS  .     2.82            140           171     
18+ -19 YEARS  .     3.11            227           227     
19+ -20 YEARS  .    12.88            232           232     
                     ----            ---           ---     
TOTAL ..........     1.97X           107           108     


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SPONSOR-OWNED UNITS IN THE COOPERATIVE MORTGAGE LOANS   

                                                        [Enlarge/Download Table]

                                                                                                                       WEIGHTED    
                               CUT-OFF       PERCENT BY   WEIGHTED    WEIGHTED    WEIGHTED      WEIGHTED                AVERAGE    
PERCENTAGE       NUMBER         DATE           CUT-OFF    AVERAGE     AVERAGE     AVERAGE       AVERAGE      WEIGHTED  PERCENT OF  
OF SPONSOR-     OF LOANS/     PRINCIPAL      PRINCIPAL    MORTGAGE    REMAINING     LTV           LTV        AVERAGE     SPONSOR-  
OWNED UNITS     LOAN POOLS     BALANCE        BALANCE       RATE     TERM (MOS.)  AS A COOP    AS A RENTAL     DSCR     OWNED UNITS
-------------  ------------ --------------  ------------ ----------  ----------- -----------  ------------- ---------- ------------
                                                                                                                                   
0%............      47        $ 45,974,631       34.3%      8.060%       140          18%           23%         8.93x          0%  
1% -10%.......      10          16,438,043       12.3       7.985        123          18            22          7.01        8      
11% -20%......       3           4,751,119        3.5       7.881        115           6            12          9.58       16      
21% -30%......      11          23,354,339       17.4       8.006        130          18            25          4.46       25      
31% -40%......       3           6,240,745        4.7       7.188        155          28            31          3.68       32      
41% -50%......      11          20,603,900       15.4       8.369        114          28            35          3.28       45      
51% -60%......       6          14,285,031       10.7       7.806         99          35            43          2.58       57      
61% -70%......       1           1,212,234         .9       7.830        170          20            22          3.68       64      
71% -80%......       2           1,029,282         .8       7.797        134          20            25          4.31       74      
91% -100%.....       1             220,186         .2       7.700        108          34            59          1.56      100      
                    --        ------------      -----       -----        ---          --            --          ----          --   
TOTAL.........      95        $134,109,511      100.0%      8.010%       128          21%           27%         6.06x         22%  
                    ==        ============      =====                                                                              

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RANGE OF RENTAL LOAN TO VALUE RATIOS FOR RESIDENTIAL COOPERATIVE MORTGAGE       
LOANS   

                                                        [Enlarge/Download Table]

                  NUMBER                    PERCENT BY    WEIGHTED    WEIGHTED    WEIGHTED      WEIGHTED             
   RANGE OF     OF LOANS/    CUT-OFF DATE     CUT-OFF     AVERAGE     AVERAGE      AVERAGE      AVERAGE      WEIGHTED
    RENTAL         LOAN       PRINCIPAL      PRINCIPAL    MORTGAGE   REMAINING       LTV          LTV        AVERAGE 
      LTV         POOLS        BALANCE        BALANCE       RATE        TERM      AS A COOP   AS A RENTAL      DSCR  
-------------  ----------- --------------  ------------ ----------  ----------- -----------  ------------- ----------
                                                                                                                     
10% or less ..      19       $ 18,360,571      13.7%       7.744%       144           5             7         16.78x 
11% -20%......      23         25,373,853      18.9        8.019        128           9            14          7.94  
21% -30%......      30         47,143,768      35.2        8.206        133          19            24          4.28  
31% -40%......      10         21,388,826      15.9        7.700        113          29            37          2.84  
41% -50%......       5          6,617,947       4.9        7.936        134          41            45          1.95  
51% -60%......       6          9,228,132       6.9        7.697        110          46            55          2.00  
61% -70%......       1            703,582       0.5        9.120        117          55            68          2.38  
71% -80%......       1          5,292,832       3.9        8.900        115          58            72          1.36  
                    --       ------------       ---        -----        ---          --            --          ----  
TOTAL.........      95       $134,109,511       100%       8.010%       128          21            27          6.06x 
                    ==       ============       ===                                                                  

RANGE OF LTV CO-OP BASIS FOR RESIDENTIAL COOPERATIVE MORTGAGE LOANS   

                                                        [Enlarge/Download Table]

                   NUMBER                      PERCENT BY   WEIGHTED    WEIGHTED    WEIGHTED     WEIGHTED      WEIGHTED   
                  OF LOANS/   CUT-OFF DATE      CUT-OFF     AVERAGE     AVERAGE     AVERAGE      AVERAGE       AVERAGE    
RANGE OF            LOAN        PRINCIPAL      PRINCIPAL   MORTGAGE    REMAINING      LTV          LTV           DSCR     
LTV CO-OP BASIS     POOLS       BALANCE         BALANCE      RATE        TERM      AS A COOP    AS A RENTAL   AS A RENTAL 
---------------  ----------- --------------  ------------ ----------  ----------- -----------  ------------- -------------
                                                                                                                          
10% or less.....      32       $ 39,539,183       29.5%      7.862%       137           6%           11%          11.99x  
11% -20%........      25         28,066,784       20.9       8.046        130          15            20            5.27   
21% -30%........      23         35,384,726       26.4       8.112        131          24            30            3.46   
31% -40%........       8         15,392,548       11.5       7.740        100          33            41            2.70   
41% -50%........       2          3,824,388        2.9       7.787        111          47            57            2.01   
51% -60%........       5         11,901,881        8.9       8.538        127          55            61            1.56   
                      --       ------------      -----       -----        ---          --            --            ----   
TOTAL...........      95       $134,109,511      100.0%      8.010%       128          21%           27%           6.06x  
                      ==       ============      =====                                                                    

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CHANGES IN MORTGAGE LOAN CHARACTERISTICS                                        

         The description in this Prospectus Supplement of the Trust Fund and the
Mortgaged Properties is based upon the Trust Fund as expected to be constituted 
at the close of business on the Cut-off Date, as adjusted for the scheduled     
principal payments due on the Mortgage Loans on or before the Cut-off Date.     
Prior to the issuance of the Offered Certificates, a Mortgage Loan may be       
removed from the Trust Fund if the Depositor deems such removal necessary or    
appropriate or if it is prepaid. This may cause the range of Mortgage Rates and 
maturities as well as the other characteristics of the Mortgage Loans to vary   
from those described herein.                                                    

    A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates and will be filed by the Depositor,      
together with the Pooling and Servicing Agreement with the Securities and       
Exchange Commission (the "Commission") within fifteen days after the initial    
issuance of the Offered Certificates. In the event Mortgage Loans are removed   
from the Trust Fund as set forth in the preceding paragraph, such removal will  
be noted in the Form 8-K. Such Form 8-K will be available to purchasers and     
potential purchasers of the Offered Certificates.                               

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 DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL                                                                         

       The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership   
interest in a trust fund (the "Trust Fund") consisting of: (i) the Mortgage     
Loans and all payments under and proceeds of the Mortgage Loans received after  
the Cut-off Date (exclusive of payments of principal and interest due on or     
before the Cut-off Date); (ii) any Mortgaged Property acquired by the Special   
Servicers on behalf of the Trust Fund through foreclosure or deed in lieu of    
foreclosure (upon acquisition, an "REO Property"); (iii) such funds or assets as
from time to time are deposited in the Collection Account, the Distribution     
Account, the Excess Interest Distribution Account (as defined herein), the      
Interest Reserve Account and, if established, the REO Account; (iv) the rights  
of the lender under all insurance policies with respect to the Mortgage Loans;  
and (v) certain rights of the Depositor under the Mortgage Loan Purchase        
Agreements relating to Mortgage Loan document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related     
Mortgage Loan Seller, FINOVA Realty Capital Inc. ("Finova"), FINOVA Capital     
Corporation ("Finova Capital") or Llama Capital Mortgage Company Limited        
Partnership ("Llama"), as applicable, regarding the Mortgage Loans.             

      The Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2000-C1 (the "Certificates") will    
consist of the following classes (each, a "Class"): (i) the Class A-1 and Class 
A-2 Certificates (collectively, the "Senior Offered Certificates"); (ii) the    
Class B, Class C and Class D Certificates (collectively, the "Mezzanine         
Certificates" and, together with the Senior Offered Certificates, the "Offered  
Certificates"), (iii) the Class A-X Certificates (the "Senior Private           
Certificates"), (iv) the Class E, Class F, Class G, Class H, Class J, Class K,  
Class L, Class M and Class N Certificates (collectively, the "Subordinate       
Private Certificates" and, together with the Senior Private Certificates, the   
"Private Certificates" and together with the Offered Certificates, the "Regular 
Certificates"), (v) the Class R and Class LR Certificates (together, the        
"Residual Certificates") and (vi) the Class V-1 and Class V-2 Certificates. The 
Mezzanine Certificates together with the Subordinate Private Certificates are   
referred to herein as the "Subordinate Certificates."                           

        Only the Offered Certificates are offered hereby. The Class A-X, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
V-1, Class V-2, Class R and Class LR Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") and are not       
offered hereby.                                                                 

       The "Certificate Balance" of any Class of Regular Certificates (other
than the Class A-X Certificates) outstanding at any time represents the maximum 
amount which the holders thereof are entitled to receive as distributions       
allocable to principal from the cash flow on the Mortgage Loans and the other   
assets in the Trust Fund. The Class A-X Certificates will not have a Certificate
Balance and no distributions of principal will be made thereon. With respect to 
any Distribution Date, the "Notional Balance" of the Class A-X Certificates will
be equal to the aggregate Certificate Balance of the Regular Certificates (other
than the Class A-X Certificates) immediately prior to such Distribution Date.   

     On each Distribution Date, the Certificate Balance of each Class of
Certificates will be reduced by any distributions of principal actually made on,
and any Collateral Support Deficit (as defined herein) actually allocated to,   
such Class of Certificates on such Distribution Date and, except for the        
purposes of determining Voting Rights (as defined herein) and the identity of   
the Controlling Class, will be increased by the amount of any Certificate       
Deferred Interest (as defined herein) allocated to such Class of Certificates on
such Distribution Date. The initial Certificate Balance of each Class of Offered
Certificates is expected to be the balance set forth on the cover of this       
Prospectus Supplement, subject to a permitted variance of plus or minus 5%,     
depending on the aggregate principal balance of the Mortgage Loans actually     
transferred to the Trust Fund.                                                  

    The Offered Certificates will be maintained and transferred on the
book-entry records of DTC (as defined herein) and its Participants (as defined  
herein) and issued in denominations of $25,000 initial Certificate Balance and  
integral multiples of $1 in excess thereof. The "Percentage Interest" evidenced 
by any Regular Certificate is equal to the initial denomination thereof as of   
the Closing Date, divided by the initial Certificate Balance or Notional Balance
of the Class to which it belongs.                                               

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       The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of DTC. The Depositor 
has been informed by DTC that DTC's nominee will be Cede & Co. No Certificate   
Owner will be entitled to receive a Definitive Certificate representing its     
interest in such Class, except as set forth below under "--Book-Entry           
Registration and Definitive Certificates." Unless and until Definitive          
Certificates are issued, all references to actions by holders of the Offered    
Certificates will refer to actions taken by DTC upon instructions received from 
Certificate Owners through its Participants, and all references herein to       
payments, notices, reports and statements to holders of the Offered Certificates
will refer to payments, notices, reports and statements to DTC or Cede & Co., as
the registered holder of the Offered Certificates, for distribution to          
Certificate Owners through its Participants in accordance with DTC procedures.  

     Until Definitive Certificates are issued, interests in any Class of
Offered Certificates will be transferred only on the book-entry records of DTC  
and its Participants.                                                           

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES                             

      General. Holders of Offered Certificates may hold their Certificates
through the book-entry facilities of The Depository Trust Company ("DTC"), or   
through Clearstream Banking, societe anonyme (formerly Cedelbank, "Clearstream, 
Luxembourg") or the Euroclear System ("Euroclear"), if they are participants of 
such systems, or indirectly through organizations which are participants in such
systems. As to any such class of Offered Certificates, the record holder of such
Certificates will be DTC's nominee. Clearstream, Luxembourg and Euroclear will  
hold omnibus positions on behalf of their participants through customers'       
securities accounts in Clearstream, Luxembourg's and Euroclear's names on the   
books of their respective depositories (the "Depositories"), which in turn will 
hold such positions in customers' securities accounts in Depositories' names on 
the books of DTC. DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking corporation" within the meaning of the New York    
Banking Law, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the New York Uniform Commercial Code, and a "clearing     
agency" registered pursuant to the provisions of Section 17A of the Exchange    
Act. DTC was created to hold securities for its participating organizations     
("DTC Participants" and, together with Clearstream, Luxembourg and Euroclear    
participating organizations, the "Participants") and facilitate the clearance   
and settlement of securities transactions between Participants through          
electronic computerized book-entry changes in their accounts, thereby           
eliminating the need for physical movement of securities certificates. "Direct  
Participants," which maintain accounts with DTC, include securities brokers and 
dealers, banks, trust companies and clearing corporations and may include       
certain other organizations. DTC is owned by a number of its Direct Participants
and by The New York Stock Exchange, Inc., The American Stock Exchange, Inc. and 
National Association of Securities Dealers, Inc. Access to the DTC system also  
is available to others such as banks, brokers, dealers and trust companies that 
clear through or maintain a custodial relationship with a Direct Participant,   
either directly or indirectly ("Indirect Participants"). The rules applicable to
DTC and its Participants are on file with the Commission.                       

      DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its       
systems continue to function appropriately to provide timely payment of         
distributions, including principal and income payments, to securityholders,     
book-entry deliveries and settlement of trades within DTC.                      

Because of time zone differences, the securities account of a 
Clearstream, Luxembourg Participant or Euroclear Participant (each as defined   
below) as a result of a transaction with a DTC Participant (other than a        
depository holding on behalf of Clearstream, Luxembourg or Euroclear) will be   
credited during the securities settlement processing day (which must be a       
business day for Clearstream, Luxembourg or Euroclear, as the case may be)      
immediately following the DTC settlement date. Such credits or any transactions 
in such securities settled during such processing will be reported to the       
relevant Euroclear Participant or Clearstream, Luxembourg Participant on such   
business day. Cash received in Clearstream, Luxembourg or Euroclear as a result 
of sales of securities by or through a Clearstream, Luxembourg Participant or   
Euroclear Participant to a DTC Participant (other than the depository for       
Clearstream, Luxembourg or Euroclear) will be received with value on the DTC    
settlement date, but will be available in the relevant Clearstream, Luxembourg  
or Euroclear cash account only as of the business day following settlement in   
DTC. For additional information regarding clearance and settlement procedures   
for the Offered Certificates and for information with respect to tax            
documentation procedures relating to the Offered Certificates, see Annex E      
hereto.                                                                         

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         Transfers between Participants will occur in accordance with the rules,
regulations and procedures creating and affecting DTC and its operations (the   
"Rules"). Transfers between Clearstream, Luxembourg Participants or Euroclear   
Participants will occur in accordance with their respective rules and operating 
procedures.                                                                     

       Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,   
Luxembourg Participants or Euroclear Participants, on the other, will be        
effected in DTC in accordance with the Rules on behalf of the relevant European 
international clearing system by the relevant Depository; however, such         
cross-market transactions will require delivery of instructions to the relevant 
European international clearing system by the counterparty in such system in    
accordance with its rules and procedures and within its established deadlines   
(European time). The relevant European international clearing system will, if   
the transaction meets its settlement requirements, deliver instructions to its  
Depository to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance   
with normal procedures for same day funds settlement applicable to DTC.         
Clearstream, Luxembourg Participants or Euroclear Participants may not deliver  
instructions directly to the Depositories.                                      

         Clearstream, Luxembourg, as a professional depository, holds securities
for its participating organizations ("Clearstream, Luxembourg Participants") and
facilitates the clearance and settlement of securities transactions between     
Clearstream, Luxembourg Participants through electronic book-entry changes in   
accounts of Clearstream, Luxembourg Participants, thereby eliminating the need  
for physical movement of certificates. As a professional depository,            
Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary     
Institute.                                                                      

        Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between         
Euroclear Participants through simultaneous electronic book-entry delivery      
against payment, thereby eliminating the need for physical movement of          
certificates and any risk from lack of simultaneous transfers of securities and 
cash. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty  
Trust Company of New York (the "Euroclear Operator"), under contract with       
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the        
"Clearance Cooperative"). All operations are conducted by the Euroclear         
Operator, and all Euroclear securities clearance accounts and Euroclear cash    
accounts are accounts with the Euroclear Operator, not the Clearance            
Cooperative. The Clearance Cooperative establishes policies for Euroclear on    
behalf of Euroclear Participants. The Euroclear Operator is the Belgian branch  
of a New York banking corporation which is a member bank of the Federal Reserve 
System. As such, it is regulated and examined by the Board of Governors of the  
Federal Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission. Securities clearance accounts and cash accounts with
the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and      
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear, and receipts of payments with respect to 
securities in Euroclear. All securities in Euroclear are held on a fungible     
basis without attribution of specific certificates to specific securities       
clearance accounts.                                                             

Purchases of Certificates under the DTC system ("Book-Entry   
Certificates") must be made by or through Direct Participants, which will       
receive a credit for the Book-Entry Certificates on DTC's records. The ownership
interest of each actual purchaser of a Book-Entry Certificate (a "Certificate   
Owner") is in turn to be recorded on the Direct and Indirect Participants'      
records. Certificate Owners will not receive written confirmation from DTC of   
their purchases, but Certificate Owners are expected to receive written         
confirmations providing details of such transactions, as well as periodic       
statements of their holdings, from the Direct or Indirect Participant through   
which each Certificate Owner entered into the transaction. Transfers of         
ownership interests in the Book-Entry Certificates are to be accomplished by    
entries made on the books of Participants acting on behalf of Certificate       
Owners. Certificate Owners will not receive certificates representing their     
ownership interests in the Book-Entry Certificates, except in the event that use
of the book-entry system for the Book-Entry Certificates of any series is       
discontinued as described below.                                                

         DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Certificates are credited, which may or may not be the   
Certificate Owners. The Participants will remain responsible for keeping account
of their holdings on behalf of their customers.                                 

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 Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct    
Participants and Indirect Participants to Certificate Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as 
may be in effect from time to time.                                             

         Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related Distribution 
Date in accordance with their respective holdings shown on DTC's records unless 
DTC has reason to believe that it will not receive payment on such date.        
Disbursement of such distributions by Participants to Certificate Owners will be
governed by standing instructions and customary practices, as is the case with  
securities held for the accounts of customers in bearer form or registered in   
"street name," and will be the responsibility of each such Participant (and not 
of DTC, the Depositor or any Trustee or Servicer), subject to any statutory or  
regulatory requirements as may be in effect from time to time. Under a          
book-entry system, Certificate Owners may receive payments after the related    
Distribution Date.                                                              

       The only holder of the Offered Certificates (the "Certificateholder")
will be the nominee of DTC, and the Certificate Owners will not be recognized as
Certificateholders under the Pooling and Servicing Agreement. Certificate Owners
will be permitted to exercise the rights of Certificateholders under the Pooling
and Servicing Agreement only indirectly through the Participants, which in turn 
will exercise their rights through DTC. The Depositor is informed that DTC will 
take action permitted to be taken by a Certificateholder under the Pooling and  
Servicing Agreement only at the direction of one or more Participants to whose  
account with DTC interests in the Book-Entry Certificates are credited.         

       Because DTC can act only on behalf of Participants, which in turn act
on behalf of Indirect Participants and certain Certificate Owners, the ability  
of a Certificate Owner to pledge its interest in Book-Entry Certificates to     
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of its interest in Book-Entry Certificates, may be limited   
due to the lack of a physical certificate evidencing such interest.             

 Certificate Owners that are not Direct Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, the Offered Certificates may do so only through Direct      
Participants and Indirect Participants. In addition, Certificate Owners will    
receive all distributions of principal and of interest on the Offered           
Certificates from the Trustee through DTC and its Direct Participants and       
Indirect Participants. Accordingly, Certificate Owners may experience delays in 
their receipt of payments. Unless and until Definitive Certificates are issued, 
it is anticipated that the only registered Certificateholder of the Offered     
Certificates will be Cede & Co., as nominee of DTC. Except as otherwise provided
under "The Pooling and Servicing Agreement--Reports to Certificateholders;      
Available Information" below, Certificate Owners will not be recognized by the  
Certificate Registrar (as defined herein), the Trustee, the Special Servicers or
the Servicers as Certificateholders, as such term is used in the Pooling and    
Servicing Agreement, and Certificate Owners will be permitted to receive        
information furnished to Certificateholders and to exercise the rights of       
Certificateholders only indirectly through DTC and its Direct Participants and  
Indirect Participants.                                                          

      Under the Rules, DTC is required to make book-entry transfers of the
Offered Certificates among Participants and to receive and transmit             
distributions of principal of, and interest on, the Offered Certificates. Direct
Participants and Indirect Participants with which Certificate Owners have       
accounts with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit such distributions on behalf of   
their respective Certificate Owners. Accordingly, although Certificate Owners   
will not possess physical certificates evidencing their interests in the Offered
Certificates, the Rules provide a mechanism by which Certificate Owners, through
their Direct and Indirect Participants, will receive distributions and will be  
able to transfer their interests in the Offered Certificates.                   

      None of the Depositor, the Servicers, the Certificate Registrar, the
Underwriters, the Special Servicers or the Trustee will have any liability for  
any actions taken by DTC or its nominee, including, without limitation, actions 
for any aspect of the records relating to or payments made on account of        
beneficial ownership interests in the Offered Certificates held by Cede & Co.,  
as nominee for DTC, or for maintaining, supervising or reviewing any records    
relating to such beneficial ownership interest.                                 

        Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of the Offered            
Certificates among Participants of DTC, Clearstream, Luxembourg and             

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Euroclear, they are under no obligation to perform or continue to perform such  
procedures and such procedures may be discontinued at any time.                 

      Definitive Certificates. Certificates initially issued in book-entry
form will be issued in fully registered, certificated form to Certificate Owners
or their nominees ("Definitive Certificates"), rather than to DTC or its        
nominee, only if (i) the Depositor advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository 
with respect to such Certificates and the Depositor is unable to locate a       
qualified successor, (ii) the Depositor, at its option, elects to terminate the 
book-entry system through DTC with respect to such Certificates or (iii) the    
Trustee determines that Definitive Certificates are required because the Trustee
has instituted or has been directed to institute judicial proceeding in a court 
to enforce the rights of the Certificateholders under the Certificates, and the 
Trustee has been advised by counsel that in connection with such proceeding it  
is necessary or appropriate for the Trustee to obtain possession of all or any  
portion of those Certificates evidenced in book-entry form. Upon the occurrence 
of any of the events described in the preceding sentence, the Trustee is        
required to notify, through DTC, Direct Participants who have ownership of      
Offered Certificates as indicated on the records of DTC of the availability of  
Definitive Certificates. Upon surrender by DTC of the Definitive Certificates   
representing the Offered Certificates and upon receipt of instructions from DTC 
for re-registration, the Certificate Registrar and the Authenticating Agent (as 
defined herein) will reissue the Offered Certificates as Definitive Certificates
issued in the respective Certificate Balances owned by individual Certificate   
Owners, and thereafter the Certificate Registrar, the Trustee, the Special      
Servicers and the Servicers will recognize the holders of such Definitive       
Certificates as Certificateholders under the Pooling and Servicing Agreement.   

DISTRIBUTIONS                                                                   

      Method, Timing and Amount. Distributions on the Certificates will be
made by the Trustee, to the extent of available funds, on the 4th Business Day  
(as defined below) after the Determination Date in each month commencing in     
August 2000 (each, a "Distribution Date"). The "Determination Date" is the 11th 
day of the month or, if such 11th day is not a Business Day, the Business Day   
immediately following such 11th day. All such distributions (other than the     
final distribution on any Certificate) will be made to the Certificateholders in
whose names the Certificates are registered at the close of business on each    
Record Date. A "Business Day" is any day other than a Saturday, a Sunday or any 
day in which banking institutions in the States of New York, California,        
Maryland, Georgia, Minnesota or Florida are authorized or obligated by law,     
executive order or governmental decree to close. With respect to any            
Distribution Date, the "Record Date" will be the close of business on the last  
business day of the month immediately preceding the month in which such         
Distribution Date occurs. Each such distribution will be made by wire transfer  
in immediately available funds to the account specified by the Certificateholder
at a bank or other entity having appropriate facilities therefor, if such       
Certificateholder has provided the Trustee with written wiring instructions no  
less than five Business Days prior to the related Record Date (which wiring     
instructions may be in the form of a standing order applicable to all subsequent
distributions) and is the registered owner of Certificates with an aggregate    
initial Certificate Balance or Notional Balance, as the case may be, of at least
$5,000,000, or otherwise by check mailed to such Certificateholder. The final   
distribution on any Certificate will be made in like manner, but only upon      
presentation and surrender of such Certificate at the location that will be     
specified in a notice of the pendency of such final distribution. All           
distributions made with respect to a Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class based on their respective 
Percentage Interests.                                                           

       Each Servicer will establish and maintain, or cause to be established
and maintained, one or more accounts (each, a "Collection Account" and          
collectively, the "Collection Accounts") as described in the Pooling and        
Servicing Agreement. Each Servicer is required to deposit in its respective     
Collection Account on a daily basis (and in no event later than the Business Day
following receipt in available funds) all payments and collections due after the
Cut-off Date and other amounts received or advanced with respect to their       
related Mortgage Loans (including, without limitation, insurance and            
condemnation proceeds and liquidation proceeds), and will be permitted to make  
withdrawals therefrom as set forth in the Pooling and Servicing Agreement.      

   The Trustee will establish and maintain one or more accounts (the
"Distribution Account") in the name of the Trustee and for the benefit of the   
Certificateholders. On each Distribution Date, the Trustee will apply amounts on
deposit in the Distribution Account (which will include all funds that were     
remitted by each Servicer from the Collection Account plus, among other things, 
any P&I Advances remitted to the Trustee by the Servicers, less                 

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applicable fees and amounts, if any, distributable to the Residual Certificates 
as set forth in the Pooling and Servicing Agreement) generally to make          
distributions of interest and principal from the Available Distribution Amount  
(as defined herein) to the holders of Certificates as described herein. Each of 
the Collection Account and the Distribution Account will conform to certain     
eligibility requirements set forth in the Pooling and Servicing Agreement.      

         The aggregate amount available from the Mortgage Loans for distribution
to the holders of Offered Certificates on each Distribution Date (the "Available
Distribution Amount") will, in general, equal the sum of the following amounts: 

         (a) the total amount of all cash received on the Mortgage Loans and any
related REO Properties that is on deposit in the Collection Accounts as of the  
Business Day preceding the related Servicer Remittance Date (as defined herein),
exclusive of:                                                                   

         (i)   all Monthly Payments collected but due on a Due Date subsequent
to the related Due Period (as defined herein),  

  (ii)  all principal prepayments, Balloon Payments, liquidation
       proceeds, insurance and condemnation proceeds and other
         unscheduled recoveries received subsequent to the related
Determination Date,                             

          (iii) all amounts that are due or reimbursable to (x) any person other
              than the Certificateholders and (y) the Class V-1 or Class V-2
Certificates,                                   

(iv)  all Prepayment Premiums and Yield Maintenance Charges,

  (v)   all net investment income on the funds in the Collection
Accounts and certain other accounts,            

(vi)  all Withheld Amounts (as defined herein) relating to a
subsequent Distribution Date and                

   (vii) all amounts deposited in any Collection Account in error;

     (b) all P&I Advances made with respect to such Distribution Date by
each Servicer or the Trustee, as applicable, with respect to the Mortgage Loans 
(net of certain amounts that are due or reimbursable to persons other than the  
Certificateholders); and                                                        

      (c) all funds released from the Interest Reserve Account (as defined
herein) for distribution on such Distribution Date. See "Description of the     
Certificates--Accounts" in the Prospectus.                                      

The "Due Period" for each Distribution Date will be the period
beginning on the day following the Determination Date in the month immediately  
preceding the month in which such Distribution Date occurs and ending at the    
close of business on the Determination Date of the month in which such          
Distribution Date occurs.                                                       

       Pass-Through Rates. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rates per annum   
specified below under "--Definitions." Interest will accrue for each Class of   
Certificates during the related Interest Accrual Period (as defined herein).    

         Interest Distributions. On each Distribution Date, to the extent of the
Available Distribution Amount and subject to the distribution priorities        
described below under "--Priority of Distributions," each Class of Offered      
Certificates will be entitled to receive distributions of interest in an        
aggregate amount equal to the Monthly Interest Distribution Amount (as defined  
herein) with respect to such Class for such Distribution Date and, to the extent
not previously paid, for all prior Distribution Dates. No interest will accrue  
on such overdue amounts. Interest will accrue with respect to the Certificates  
on the basis of a 360-day year consisting of twelve 30-day months.              

      Principal Distributions. On each Distribution Date, to the extent of
the Available Distribution Amount remaining after all prior distributions on    
such Distribution Date made in accordance with the distribution priorities      
described below under "--Priority of Distributions," the Classes of Offered     
Certificates will be entitled to                                                

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distributions of principal sequentially as described below (until the           
Certificate Balance of each such Class of Certificates is reduced to zero) in an
aggregate amount up to the Principal Distribution Amount (as defined herein) for
such Distribution Date.                                                         

  Priority of Distributions. On each Distribution Date, unless the
principal balances of the Private Certificates and the Mezzanine Certificates   
have been reduced to zero by the allocation of Collateral Support Deficits, the 
Trustee will apply amounts on deposit in the Distribution Account, to the extent
of the Available Distribution Amount for such Distribution Date, in the         
following order of priority:                                                    

(i)   concurrently, to Class A-1, Class A-2 and Class A-X   
               Certificates, pro rata, up to the Optimal Interest Distribution
    Amounts for such Classes for such Distribution Date;

          (ii)  to the Class A-1 and Class A-2 Certificates, in reduction of the
           Certificate Balances thereof, an amount up to the Principal
                Distribution Amount for such Distribution Date, in the following
order of priority:                              

           first, to the Class A-1 Certificates, until the Certificate
Balance thereof has been reduced to zero; and   

            second, to the Class A-2 Certificates, until the Certificate
Balance thereof has been reduced to zero;       

         (iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on
                the aggregate unreimbursed Collateral Support Deficit previously
        allocated to each such Class), until all amounts of such
         Collateral Support Deficit (as defined herein) previously
              allocated to such Classes, but not previously reimbursed, have
been reimbursed in full; and                    

        (iv)  to the Mezzanine Certificates and Private Certificates, in the
following order of priority:                    

            (A) to the Class B Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (B) to the Class B Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
    Amount (as defined herein) for such Distribution Date until such
Certificate Balance has been reduced to zero;               

              (C) to the Class B Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class B Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (D) to the Class C Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (E) to the Class C Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (F) to the Class C Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class C Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (G) to the Class D Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (H) to the Class D Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

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              (I) to the Class D Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class D Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (J) to the Class E Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (K) to the Class E Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (L) to the Class E Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class E Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (M) to the Class F Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (N) to the Class F Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (O) to the Class F Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class F Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (P) to the Class G Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (Q) to the Class G Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (R) to the Class G Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class G Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (S) to the Class H Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (T) to the Class H Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (U) to the Class H Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class H Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (V) to the Class J Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

              (W) to the Class J Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

              (X) to the Class J Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class J Certificates, but
not previously reimbursed, have been reimbursed in full;    

            (Y) to the Class K Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

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              (Z) to the Class K Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

               (AA) to the Class K Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class K Certificates, but
not previously reimbursed, have been reimbursed in full;    

             (BB) to the Class L Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

               (CC) to the Class L Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

               (DD) to the Class L Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class L Certificates, but
not previously reimbursed, have been reimbursed in full;    

             (EE) to the Class M Certificates, in respect of interest, up to
    the Optimal Interest Distribution Amount for such Class for such
Distribution Date;                                          

               (FF) to the Class M Certificates, in reduction of the Certificate
      Principal Balance thereof, an amount up to the Remaining Principal
         Distribution Amount for such Distribution Date until such Certificate
Balance has been reduced to zero;                           

               (GG) to the Class M Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class M Certificates, but
not previously reimbursed, have been reimbursed in full;    

             (HH) to the Class N Certificates, in respect of interest, up to
   the Optimal Interest Distribution Amount for such Class on such
Distribution Date;                                          

               (II) to the Class N Certificates, in reduction of the Certificate
         Balance thereof, an amount up to the Remaining Principal Distribution
        Amount for such Distribution Date until such Certificate Balance has
been reduced to zero;                                       

               (JJ) to the Class N Certificates, until all amounts of Collateral
         Support Deficit previously allocated to the Class N Certificates, but
not previously reimbursed, have been reimbursed in full; and

          (KK) to the Class R and Class LR Certificates, any remaining
amounts in the Upper-Tier REMIC and the Lower-Tier REMIC,   
respectively.                                               

       Notwithstanding the foregoing, on each Distribution Date occurring on
or after the date on which the principal balances of the Mezzanine Certificates 
and Subordinate Private Certificates have been reduced to zero by the           
application of Collateral Support Deficits thereto, the Trustee will apply      
amounts on deposit in the Distribution Account in the following order of        
priority: (i) concurrently, to the Class A-1, Class A-2 and Class A-X           
Certificates, pro rata, in respect of interest; (ii) to the Class A-1 and Class 
A-2 Certificates, pro rata, in reduction of the Certificate Balances thereof,   
until the Certificate Balance of each such Class has been reduced to zero; and  
(iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on the       
aggregate unreimbursed Collateral Support Deficit previously allocated to such  
Class), until all amounts of such Collateral Support Deficit previously         
allocated to such Classes but not previously reimbursed have been reimbursed in 
full.                                                                           

        Reimbursement of previously allocated Collateral Support Deficits will
not constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the class of Certificates 
in respect of which any such reimbursement is made.                             

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Definitions                                                           

"Class A-1 Pass-Through Rate":  7.325% per annum.             

"Class A-2 Pass-Through Rate":  7.545% per annum.             

     "Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, obtained by dividing (i) the sum of the  
products of (a) the Certificate Balance of each Class of Regular Certificates   
(other than the Class A-X Certificates) and (b) the related Component Rate for  
such Distribution Date by (ii) the sum of all such Certificate Balances.        

       "Class B Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date 
minus 0.535%.                                                                   

       "Class C Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date 
minus 0.390%.                                                                   

       "Class D Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date 
minus 0.273%.                                                                   

        "Class E Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.                           

        "Class F Pass-Through Rate": As to any Distribution Date, the Weighted
Average Net Mortgage Rate for such Distribution Date.                           

       "Class G Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class H Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class J Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class K Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class L Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class M Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

       "Class N Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of 7.325% per annum and the Weighted Average Net       
Mortgage Rate for such Distribution Date.                                       

      "Component Rate": As to each Class of Regular Certificates, the rate
set forth below with respect thereto:                                           

       "Class A-1 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-1      
Pass-Through Rate.                                                              

       "Class A-2 Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class A-2      
Pass-Through Rate.                                                              

"Class B Component Rate": 0.535%.                             

"Class C Component Rate": 0.390%.                             

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"Class D Component Rate": 0.273%.                             

"Class E Component Rate":  Zero.                              

"Class F Component Rate":  Zero.                              

     "Class G Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class G        
Pass-Through Rate for such Distribution Date.                                   

     "Class H Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class H        
Pass-Through Rate for such Distribution Date.                                   

     "Class J Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class J        
Pass-Through Rate for such Distribution Date.                                   

     "Class K Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class K        
Pass-Through Rate for such Distribution Date.                                   

     "Class L Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class L        
Pass-Through Rate for such Distribution Date.                                   

     "Class M Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class M        
Pass-Through Rate for such Distribution Date.                                   

     "Class N Component Rate": The amount, if any, by which the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds the Class N        
Pass-Through Rate for such Distribution Date.                                   

"Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of the Revised Rate thereof over the     
Mortgage Rate thereof.                                                          

    "Interest Accrual Period": As to any Distribution Date, the period
commencing on the 11th day of the calendar month preceding the month in which   
such Distribution Date occurs and ending on the 10th day of the month in which  
such Distribution Date occurs. Each Interest Accrual Period is deemed to consist
of 30 days.                                                                     

        "Interest Shortfall Amount": As to any Distribution Date and any Class
of Regular Certificates, the amount, if any, by which the amount distributed on 
such Class on such Distribution Date in respect of interest is less than the    
related Optimal Interest Distribution Amount.                                   

         "Monthly Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates other than the Class A-X Certificates, the    
amount of interest accrued for the related Interest Accrual Period at the       
related Pass-Through Rate on the Certificate Balance of such Class as of such   
Distribution Date, reduced by (i) such Class's share of the Uncovered Prepayment
Interest Shortfall Amount (as defined herein) and (ii) any allocations to such  
Class of any Certificate Deferred Interest (as defined herein) for such         
Distribution Date. As to any Distribution Date and the Class A-X Certificates,  
the amount of interest accrued during the related Interest Accrual Period at the
Class A-X Pass-Through Rate on the Notional Balance as of such Distribution     
Date, reduced by such Class's share of the Uncovered Prepayment Interest        
Shortfall Amount for such Distribution Date.                                    

        "Mortgage Interest Accrual Period": With respect to any Mortgage Loan,
the period during which interest accrues pursuant to the related Mortgage Note. 

      "Mortgage Pass-Through Rate": With respect to any Mortgage Loan that
provides for calculations of interest based on twelve months of 30 days each for
any Mortgage Interest Accrual Period, the Net Mortgage Rate (as defined herein) 
thereof. With respect to any Mortgage Loan that provides for interest accrual on
an Actual/360 basis, (a) for any Mortgage Interest Accrual Period relating to an
Interest Accrual Period beginning in any January, February, April, June,        
September and November and any December occurring in a year immediately         
preceding any year that is not a leap year, the Net Mortgage Rate thereof and   
(b) for any Mortgage Interest Accrual Period relating to any Interest Accrual   
Period beginning in any March, May, July, August and October and any December   
occurring in a year                                                             

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immediately preceding a year that is a leap year, the Net Mortgage Rate thereof 
multiplied by a fraction whose numerator is 31 and whose denominator is 30.     

     The Mortgage Rate for purposes of calculating Mortgage Pass-Through
Rates and the Weighted Average Net Mortgage Rate will be the Mortgage Rate of   
such Mortgage Loan without taking into account any reduction in the interest    
rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to  
any of its equitable powers or any reduction in the interest rate resulting from
a work-out as described herein under "The Pooling and Servicing                 
Agreement--Modifications."                                                      

         "Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan and
any Distribution Date, the Mortgage Pass-Through Rate for such Mortgage Loan for
the related Interest Accrual Period minus the sum of the related Servicing Fee  
Rate and the Trustee Fee Rate (each as defined herein).                         

      "Net Mortgage Rate": With respect to any Interest Accrual Period and
any Mortgage Loan, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of the Cut-off Date minus the related Primary Servicing Fee Rate.       

         "Optimal Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates, the sum of the Monthly Interest Distribution 
Amount and the Unpaid Interest Shortfall Amount (each as defined herein) for    
such Class for such Distribution Date.                                          

     "Pass-Through Rate": As to each Class of Certificates, the rate set
forth below:                                                                    

Class A-1:         Class A-1 Pass-Through Rate    
Class A-2:         Class A-2 Pass-Through Rate    
Class A-X:         Class A-X Pass-Through Rate    
Class B:           Class B Pass-Through Rate      
Class C:           Class C Pass-Through Rate      
Class D:           Class D Pass-Through Rate      
Class E:           Class E Pass-Through Rate      
Class F:           Class F Pass-Through Rate      
Class G:           Class G Pass-Through Rate      
Class H:           Class H Pass-Through Rate      
Class J:           Class J Pass-Through Rate      
Class K:           Class K Pass-Through Rate      
Class L:           Class L Pass-Through Rate      
Class M:           Class M Pass-Through Rate      
Class N:           Class N Pass-Through Rate      

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a principal prepayment in full or in 
part and which did not include a full month's interest, or as to which insurance
or condemnation proceeds were received by the applicable Servicer or the        
applicable Special Servicer for application to such Mortgage Loan, in each case 
after the Determination Date in the calendar month preceding such Distribution  
Date but prior to the Due Date in the related Due Period, the amount of interest
that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage 
Loan on the amount of such principal prepayment, insurance proceeds or          
condemnation proceeds during the period commencing on the date as of which such 
principal prepayment, insurance proceeds or condemnation proceeds were applied  
to the unpaid principal balance of such Mortgage Loan and ending on (and        
including) the day immediately preceding such Due Date.                         

       "Principal Distribution Amount": As to any Distribution Date, the sum
of (i) the amount collected or otherwise received on or in respect of principal 
of the Mortgage Loans during the related Due Period and (ii) that portion of the
P&I Advance, if any, made in respect of principal of the Mortgage Loans with    
respect to such Distribution Date.                                              

        "Remaining Principal Distribution Amount": As to any Distribution Date
and any Class of Mezzanine Certificates or Private Certificates, the amount, if 
any, by which the Principal Distribution Amount for such                        

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Distribution Date exceeds the aggregate amount distributed in respect of        
principal on such Distribution Date on all Classes senior to such Class.        

"Uncovered Prepayment Interest Shortfall Amount": As to any   
Distribution Date, the sum of the Uncovered Prepayment Interest Shortfalls (as  
defined below under "The Pooling and Servicing Agreement--Servicing Compensation
and Payment of Expenses"), if any, for such Distribution Date.                  

       "Unpaid Interest Shortfall Amount": As to the first Distribution Date
and any Class of Regular Certificates, zero. As to any Distribution Date after  
the first Distribution Date and any Class of Regular Certificates, the amount,  
if any, by which the sum of the Interest Shortfall Amounts for such Class for   
prior Distribution Dates exceeds the sum of the amounts distributed on such     
Class on prior Distribution Dates in respect of such Interest Shortfall Amounts.

         "Unscheduled Payments of Principal": Principal prepayments, Liquidation
Proceeds (as defined herein), insurance proceeds, condemnation awards and any   
other unscheduled recoveries of principal.                                      

        "Weighted Average Net Mortgage Rate": As to any Distribution Date, the
average, as of such Distribution Date, of the Net Mortgage Pass-Through Rates of
the Mortgage Loans, weighted by the Stated Principal Balances (as defined       
herein) thereof.                                                                

     Certain Calculations with Respect to Individual Mortgage Loans. The
Stated Principal Balance of each Mortgage Loan outstanding at any time          
represents the principal balance of such Mortgage Loan ultimately due and       
payable to the Certificateholders. The "Stated Principal Balance" of each       
Mortgage Loan will initially equal the Cut-off Date balance thereof and, on each
Distribution Date, will be reduced by the portion of the Principal Distribution 
Amount for such date that is attributable to such Mortgage Loan. The Stated     
Principal Balance of a Mortgage Loan may also be reduced in connection with any 
forced reduction of the actual unpaid principal balance thereof imposed by a    
court presiding over a bankruptcy proceeding in which the related borrower is   
the debtor. See "Certain Legal Aspects of the Mortgage Loans--Bankruptcy Laws"  
in the Prospectus. If any Mortgage Loan is paid in full or such Mortgage Loan   
(or any Mortgaged Property acquired in respect thereof) is otherwise liquidated,
then, as of the first Distribution Date that follows the end of the Due Period  
in which such payment in full or liquidation occurred and notwithstanding that a
loss may have occurred in connection with any such liquidation, the Stated      
Principal Balance of such Mortgage Loan will be zero.                           

  For purposes of calculating distributions on, and allocations of
Collateral Support Deficit to, the Certificates, as well as for purposes of     
calculating the Servicing Fee, Primary Servicing Fee and Trustee Fee (each as   
defined herein) payable each month, each REO Property will be treated as if     
there exists with respect thereto an outstanding mortgage loan (an "REO Loan"), 
and all references to "Mortgage Loan" and "Mortgage Loans" herein and in the    
Prospectus, when used in such context, will be deemed to also be references to  
or to also include, as the case may be, any REO Loans. Each REO Loan will       
generally be deemed to have the same characteristics as its actual predecessor  
Mortgage Loan, including the same fixed Mortgage Rate (and, accordingly, the    
same Net Mortgage Pass-Through Rate) and the same unpaid principal balance and  
Stated Principal Balance. Amounts due on such predecessor Mortgage Loan,        
including any portion thereof payable or reimbursable to the related Servicer,  
will continue to be "due" in respect of the REO Loan; and amounts received in   
respect of the related REO Property, net of payments to be made, or             
reimbursement to the related Servicer or the related Special Servicer for       
payments previously advanced, in connection with the operation and management of
such property, generally will be applied by the related Servicer as if received 
on the predecessor Mortgage Loan.                                               

     Allocation of Prepayment Premiums and Yield Maintenance Charges. On
each Distribution Date, Prepayment Premiums collected during the related Due    
Period will be distributed as follows by the Trustee to the holders of the      
following Classes of Regular Certificates: to the Class A-1, Class A-2, Class B,
Class C, Class D, Class E and Class F Certificates, an amount equal to the      
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date, and whose denominator is the total     
amount distributed as principal to the Class A-1, Class A-2, Class B, Class C,  
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M 
and Class N Certificates on such Distribution Date, (b) 25% and (c) the total   
amount of Prepayment Premiums collected during the related Due Period. Any      
Prepayment Premiums collected during the related Due Period and remaining after 
such distributions will be distributed to the holders of the Class A-X          
Certificates.                                                                   

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       On each Distribution Date, Yield Maintenance Charges collected during
the related Due Period will be distributed by the Trustee to the following      
Classes of Offered Certificates: to the Class A-1, Class A-2, Class B, Class C, 
Class D, Class E and Class F Certificates, in an amount equal to the product of 
(a) a fraction whose numerator is the amount distributed as principal to such   
Class on such Distribution Date, and whose denominator is the total amount      
distributed as principal to the Class A-1, Class A-2, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class
N Certificates on such Distribution Date, (b) the Base Interest Fraction (as    
defined herein) for the related principal prepayment and such Class of          
Certificates, and (c) the aggregate amount of Yield Maintenance Charges         
collected on such principal prepayment during the related Due Period. Any Yield 
Maintenance Charges collected during the related Due Period remaining after such
distributions will be distributed to the holders of the Class A-X Certificates. 

       The "Base Interest Fraction" with respect to any principal prepayment
on any Mortgage Loan and with respect to any Class of Offered Certificates is a 
fraction (a) whose numerator is the amount, if any, by which (i) the            
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such principal      
prepayment and (b) whose denominator is the amount, if any, by which the (i)    
Mortgage Rate on such Mortgage Loan exceeds (ii) the Yield Rate used in         
calculating the Yield Maintenance Charge with respect to such principal         
prepayment; provided, however, that under no circumstances will the Base        
Interest Fraction be greater than one. If such Yield Rate is greater than or    
equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the  
Pass-Through Rate described in the preceding sentence, then the Base Interest   
Fraction will equal zero.                                                       

         No Prepayment Premiums or Yield Maintenance Charges will be distributed
to holders of the Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class V-1, Class V-2 or Residual Certificates. Instead, after the Certificate   
Balances of the Class A-1, Class A-2, Class B, Class C, Class D, Class E and    
Class F Certificates have been reduced to zero, all Prepayment Premiums and     
Yield Maintenance Charges will be distributed to holders of the Class A-X       
Certificates. For a description of Prepayment Premiums and Yield Maintenance    
Charges, see "Certain Characteristics of the Mortgage Loans--Certain Terms and  
Conditions of the Mortgage Loans--Prepayment Provisions." See also "Certain     
Legal Aspects of the Mortgage Loans--Enforceability of Certain                  
Provisions--Default Interest Prepayment Charges and Prepayment" in the          
Prospectus regarding the enforceability of Yield Maintenance Charges and        
Prepayment Premiums.                                                            

       Excess Interest. On each Distribution Date, Excess Interest collected
during the related Due Period in respect of the CSFB Mortgage Loans and MSDWMC  
Mortgage Loans will be distributed solely to the Class V-1 and Class V-2        
Certificates, respectively, to the extent set forth in the Pooling and Servicing
Agreement, and will not be available for distribution to holders of the Offered 
Certificates. The holders of the Class V-1 and Class V-2 Certificates will have 
the right to purchase CSFB Mortgage Loans that are ARD Loans or MSDWMC Mortgage 
Loans that are ARD Loans, respectively, in each case, on or after their related 
Anticipated Repayment Dates under the circumstances described under "Certain    
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the      
Mortgage Loans." The Class V-1 and Class V-2 certificates are not entitled to   
any other distributions of interest, principal, Prepayment Premiums or Yield    
Maintenance Charges.                                                            

ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE                  

    The "Assumed Final Distribution Date" with respect to any Class of
Offered Certificates is the Distribution Date on which the aggregate Certificate
Balance of such Class of Certificates would be reduced to zero based on the     
assumptions set forth below. Such Distribution Date will in each case be as     
follows:                                                                        

                   ASSUMED FINAL
CLASS DESIGNATION                 DISTRIBUTION DATE                 
-----------------------         --------------------------                
Class A-1                         July 2008                 
Class A-2                         April 2010                
Class B                            May 2010                 
Class C                            May 2010                 
Class D                            May 2010                 

      The Assumed Final Distribution Dates set forth above were calculated
based on the Mortgage Loan Assumptions (as defined herein), including the       
assumptions that there are no defaults, delinquencies or prepayments on the     
Mortgage Loans. Accordingly, in the event of defaults on the Mortgage Loans, the
actual final Distribution                                                       

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Date for one or more Classes of the Offered Certificates may be later, and could
be substantially later, than the related Assumed Final Distribution Date(s).    

        In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR. Since the rate of payment (including       
prepayments) of the Mortgage Loans may exceed the scheduled rate of payments,   
and could exceed such scheduled rate by a substantial amount, the actual final  
Distribution Date for one or more Classes of the Offered Certificates may be    
earlier, and could be substantially earlier, than the related Assumed Final     
Distribution Date(s). The rate of payments (including prepayments) on the       
Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well
as on the prevailing level of interest rates and other economic factors, and no 
assurance can be given as to actual payment experience. Finally, the Assumed    
Final Distribution Dates were calculated assuming that there would not be an    
early termination of the Trust Fund.                                            

The "Rated Final Distribution Date" for each Class of Offered 
Certificates will be the Distribution Date in April 2062, which is the first    
Distribution Date following the date that is two years after the latest Assumed 
Maturity Date. The "Assumed Maturity Date" of (a) any Mortgage Loan that is not 
a Balloon Loan or ARD Loan is the maturity date of such Mortgage Loan and (b)   
any Balloon Loan or ARD Loan is the date on which such Balloon Loan or ARD Loan 
would fully amortize, assuming interest is paid on a 30/360 basis.              

SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICITS AND CERTIFICATE        
DEFERRED INTEREST                                                               

      The rights of the holders of the Subordinate Private Certificates to
receive distributions of principal and interest on or in respect of the Mortgage
Loans will be subordinate to those of the holders of the Mezzanine Certificates,
and the rights of the holders of any Class of Mezzanine Certificates to receive 
distributions of principal and interest on or in respect of the Mortgage Loans  
will be subordinate to those of the holders of the Senior Certificates and each 
Class of Mezzanine Certificates with an earlier alphabetical designation, other 
than, in each case, with respect to Uncovered Prepayment Interest Shortfalls.   
This subordination is intended to enhance the likelihood of timely receipt by   
the holders of the Senior Certificates of the full amount of all interest       
payable in respect of the Senior Certificates on each Distribution Date, and the
ultimate receipt by the holders of the Senior Certificates (other than the Class
A-X Certificates) of principal in an amount equal to, in each case, the entire  
Certificate Balance of such Class of Certificates. Similarly, but to decreasing 
degrees, this subordination is also intended to enhance the likelihood of timely
receipt by the holders of Class B, Class C and Class D Certificates of the full 
amount of interest payable in respect of such Classes of Certificates on each   
Distribution Date, and the ultimate receipt by the holders of such Certificates 
of principal equal to, in each case, the entire Certificate Balance of each such
Class of Certificates. The protection afforded to the holders of any Class of   
Offered Certificates by means of the subordination of each Class of Offered     
Certificates, if any, subordinate thereto and by means of the subordination of  
the Private Certificates will be accomplished by the application of the         
Available Distribution Amount on each Distribution Date in accordance with the  
order of priority described under "--Distributions" above and by the allocation 
of Collateral Support Deficits and Certificate Deferred Interest in the manner  
described below. No other form of credit support will be available for the      
benefit of the holders of the Offered Certificates.                             

         Allocation to each Class of Offered Certificates, in order of declining
seniority for so long as such Class is outstanding, of the Principal            
Distribution Amount on a given Distribution Date will have the effect of        
reducing the aggregate Certificate Balance of such Class at a proportionately   
faster rate than the rate at which the aggregate Stated Principal Balance of the
Mortgage Loans will decrease. Thus, as principal is distributed to each Class of
Offered Certificates, the percentage interest in the Trust Fund evidenced by    
such Class will be decreased (with a corresponding increase in the percentage   
interest in the Trust Fund evidenced by the Private Certificates and those      
Classes of Offered Certificates subordinate to the Class of Offered Certificates
then receiving distributions of principal), thereby increasing, relative to     
their respective Certificate Balances, the subordination afforded such Class by 
the Offered Certificates subordinate thereto and by the Private Certificates.   

       On each Distribution Date, immediately following the distributions to
be made to the Certificateholders on such date, the Trustee is required to      
calculate the amount, if any, by which (i) the aggregate Stated Principal       
Balance of the Mortgage Loans expected to be outstanding immediately following  
such Distribution Date is less than (ii) the aggregate Certificate Balance of   
the Certificates after giving effect to distributions of principal on such      
Distribution Date (any such deficit, "Collateral Support Deficit"). The Trustee 
will be required to allocate any such Collateral Support Deficit among the      
respective Classes of Certificates as follows: to the Class N, Class M, Class L,
Class K,                                                                        

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Class J, Class H, Class G, Class F, Class E, Class D, Class C and Class B       
Certificates in that order, in reduction of the respective Certificate Balances 
thereof, in each case until the remaining Certificate Balance of each such Class
has been reduced to zero. Following the reduction of the Certificate Balances of
all such Classes to zero, any remaining Collateral Support Deficit will be      
allocated among the Class A-1 and Class A-2 Certificates, pro rata (based upon  
such Classes' respective Certificate Balances), until the remaining Certificate 
Balances of such Classes have been reduced to zero. Any Collateral Support      
Deficit allocated to a Class of Certificates will be allocated among respective 
Certificates of such Class in proportion to the Percentage Interests evidenced  
thereby.                                                                        

In general, Collateral Support Deficits could result from the 
occurrence of: (i) losses and other shortfalls on or in respect of the Mortgage 
Loans, including as a result of defaults and delinquencies thereon, the payment 
to the related Special Servicer of any compensation as described in "The Pooling
and Servicing Agreement--Servicing Compensation and Payment of Expenses," the   
payment of interest on Advances (as defined herein) (to the extent not covered  
by Penalty Charges collected on the related Mortgage Loans) and certain         
servicing expenses; and (ii) certain unanticipated, non-Mortgage Loan specific  
expenses of the Trust Fund, including certain reimbursements to the Trustee, the
Servicers, the Special Servicers and the Depositor and certain federal, state   
and local taxes, and certain tax-related expenses, payable out of the Trust Fund
(but excluding Uncovered Prepayment Interest Shortfalls, which will be allocated
to all or several of the Classes of Regular Certificates on a pro rata basis as 
a reduction of such Classes' interest entitlement, as described below) as       
described herein under "The Pooling and Servicing Agreement." Accordingly, the  
allocation of Collateral Support Deficits as described above will constitute an 
allocation of losses and other shortfalls experienced by the Trust Fund. A Class
of Offered Certificates will be considered outstanding until its Certificate    
Balance is reduced to zero; provided, however, that reimbursement of any        
previously allocated Collateral Support Deficit may thereafter be made to such  
Class.                                                                          

Shortfalls in the Available Distribution Amount resulting from
Uncovered Prepayment Interest Shortfalls will generally be allocated to all     
Classes of the Regular Certificates. In each case such allocations will be made 
pro rata to such Classes on the basis of their Monthly Interest Distribution    
Amounts (before giving effect to any reductions therefrom for such Uncovered    
Prepayment Interest Shortfalls or indemnification expenses or for Certificate   
Deferred Interest) and will reduce such Classes' respective interest            
entitlements.                                                                   

         Certificate Deferred Interest. On each Distribution Date, the amount of
interest distributable monthly on each Class of Regular Certificates will be    
reduced by an amount of Certificate Deferred Interest equal to the aggregate    
amount of Mortgage Deferred Interest (as defined herein) for all Mortgage Loans 
for the related Due Date and allocated to such Class of Certificates, the amount
representing such Certificate Deferred Interest to be allocated first, to the   
Subordinate Private Certificates, second, to the Class D Certificates, third, to
the Class C Certificates and fourth, to the Class B Certificates. If the        
Certificate Balance of at least one Class of Senior Certificates is not zero,   
then any amounts representing Certificate Deferred Interest after allocation    
thereof to the Mezzanine Certificates and Subordinate Private Certificates in   
accordance with the preceding sentence, will be allocated to the Senior         
Certificates (other than the Class A-X Certificates) pro rata on the basis of   
such Classes' respective interest entitlements on such date (before giving      
effect to any reduction therefrom on such Distribution Date). The effect of such
an allocation of Certificate Deferred Interest is to reduce the interest        
otherwise distributable to such Classes of Certificates. Additionally, on each  
Distribution Date, the Certificate Balance of each Class of Regular Certificates
(other than the Class A-X Certificates) will be increased (except for the       
purposes of determining Voting Rights and the identity of the Controlling Class)
by the amount of Certificate Deferred Interest, if any, allocated to such Class 
of Certificates.                                                                

       "Certificate Deferred Interest" means, for any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest  
allocated to such Class as described above. "Mortgage Deferred Interest" means, 
with respect to any Mortgage Loan that as of any Due Date has been modified to  
reduce the rate at which interest is paid currently below the Mortgage Rate, the
excess, if any, of (a) interest accrued on the Stated Principal Balance thereof 
during the related one-month interest accrual period set forth in the related   
Mortgage Note at the related Mortgage Rate over (b) the interest portion of the 
related Monthly Payment or, if applicable, Assumed Scheduled Payment (as defined
herein) due on such Due Date.                                                   

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 PREPAYMENT AND YIELD CONSIDERATIONS

YIELD                                                                           

        The yield to maturity on the Offered Certificates will depend upon the
price paid by the Certificateholder, the rate and timing of the distributions in
reduction of Certificate Balance of such Certificates and the rate, timing and  
severity of losses on the Mortgage Loans and the extent to which such losses are
allocable in reduction of the Certificate Balance of such Certificates, as well 
as prevailing interest rates at the time of prepayment or default.              

      The rate of distributions in reduction of the Certificate Balance of
any Class of Offered Certificates, the aggregate amount of distributions on any 
Class of Offered Certificates and the yield to maturity of any Class of Offered 
Certificates will be directly related to the rate of payments of principal (both
scheduled and unscheduled) on the Mortgage Loans and the amount and timing of   
borrower defaults. The Pass-Through Rate for the Class A-X Certificates for any 
Distribution Date will be variable and will be based on the Weighted Average Net
Mortgage Rate for such Distribution Date. In addition, such distributions in    
reduction of Certificate Balance may result from repurchases by a Mortgage Loan 
Seller due to missing or defective documentation or by a Mortgage Loan Seller,  
Finova, Finova Capital and Llama for breaches of representations and warranties 
with respect to the Mortgage Loans as described herein under "The Pooling and   
Servicing Agreement--Representations and Warranties; Repurchase," purchases of  
the Mortgage Loans in the manner described herein under "The Pooling and        
Servicing Agreement--Optional Termination" or purchases of ARD Loans by Class   
V-1 or Class V-2 Certificateholders as described herein under "Certain          
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the      
Mortgage Loans."                                                                

     The Certificate Balance of any Class of Offered Certificates may be
reduced without distributions thereon as a result of the allocation of          
Collateral Support Deficits to such Class (or the related Classes), reducing the
maximum amount distributable to such Class in respect of Certificate Balance, as
well as the amount of interest that would have accrued thereon in the absence of
such reduction. A Collateral Support Deficit generally results when the         
aggregate principal balance of a Mortgage Loan is reduced without an equal      
distribution to Certificateholders in reduction of the Certificate Balances of  
the Certificates. Collateral Support Deficits are likely to arise under the     
circumstances described in the penultimate paragraph of "Description of the     
Offered Certificates--Subordination; Allocation of Collateral Support Deficits  
and Certificate Deferred Interest."                                             

         Because the ability of a borrower to make a Balloon Payment or to repay
an ARD Loan in full on its Anticipated Repayment Date will depend upon its      
ability either to refinance the Mortgage Loan or to sell the related Mortgaged  
Properties, there is a risk that a borrower may default at the maturity date in 
the case of a Balloon Loan or fail to fully repay an ARD Loan at its Anticipated
Repayment Date. In connection with a default on the Balloon Payment, the related
Special Servicer may agree to extend the maturity date thereof as described     
herein under "The Pooling and Servicing Agreement--Realization Upon Mortgage    
Loans." In the case of any such default, recovery of proceeds may be delayed by 
and until, among other things, work-outs are negotiated, foreclosures are       
completed or bankruptcy proceedings are resolved. The Directing                 
Certificateholder (as defined below) may delay the commencement of any          
foreclosure proceedings under certain conditions described herein.              
Certificateholders are not entitled to receive distributions of Monthly Payments
or the Balloon Payment when due except to the extent they are either actually   
received or covered by an Advance. Consequently, any defaulted Monthly Payment  
for which no such Advance is made and a defaulted Balloon Payment will tend to  
extend the weighted average lives of the Certificates, whether or not a         
permitted extension of the maturity date of the related Mortgage Loan has been  
effected. The rate of payments (including voluntary and involuntary prepayments)
on pools of Mortgage Loans is influenced by a variety of economic, demographic, 
geographic, social, tax, legal and other factors, including the level of        
mortgage interest rates and the rate at which borrowers default on their        
mortgage loans.                                                                 

        The timing of changes in the rate of prepayments on the Mortgage Loans
may significantly affect the actual yield to maturity experienced by an investor
even if the average rate of principal payments experienced over time is         
consistent with such investor's expectation. In general, the earlier a          
prepayment of principal on the Mortgage Loans is applied in reduction of the    
Certificate Balance of a Class of Offered Certificates, the greater the effect  
on such investor's yield to maturity.                                           

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        Substantially all of the Mortgage Loans have Lockout and/or Defeasance
Periods ranging from 41 months to 233 months following the Cut-off Date. The    
weighted average Lockout and/or Defeasance Period for the Mortgage Loans is     
approximately 107 months. Voluntary prepayments on the Mortgage Loans are       
generally prohibited until no earlier than one to six months preceding their    
Anticipated Repayment Date or maturity date, as applicable. See "Certain        
Characteristics of the Mortgage Loans--Certain Terms and Conditions of the      
Mortgage Loans--Prepayment Provisions" in this Prospectus Supplement.           

 As described herein, all of the Mortgage Loans have one or more
call-protection features (i.e., Lockout Periods, Prepayment Premiums or Yield   
Maintenance Charges), which are intended to prohibit or discourage borrowers    
from prepaying their Mortgage Loans. Notwithstanding the existence of such call 
protection, no representation is made as to the rate of principal payments on   
the Mortgage Loans or as to the yield to maturity of any Class of Offered       
Certificates. In addition, although Excess Cash Flow is applied to reduce the   
principal of the ARD Loans after their respective Anticipated Repayment Dates   
and the Mortgage Rates are reset at the Revised Rates, there can be no assurance
that any of such Mortgage Loans will be prepaid on that date or any date prior  
to maturity. Additional Collateral Loans may require principal prepayments      
during the related Lockout Periods without payment of a Prepayment Premium or   
Yield Maintenance Charge. An investor is urged to make an investment decision   
with respect to any Class of Offered Certificates based on the anticipated yield
to maturity of such Class of Offered Certificates resulting from its purchase   
price and such investor's own determination as to anticipated Mortgage Loan     
prepayment rates under a variety of scenarios. The extent to which any Class of 
Offered Certificates is purchased at a discount or a premium and the degree to  
which the timing of payments on such Class of Offered Certificates is sensitive 
to prepayments will determine the extent to which the yield to maturity of such 
Class of Offered Certificates may vary from the anticipated yield. An investor  
should carefully consider the associated risks, including, in the case of any   
Offered Certificates purchased at a discount, the risk that a slower than       
anticipated rate of principal payments on the Mortgage Loans could result in an 
actual yield to such investor that is lower than the anticipated yield and, in  
the case of any Offered Certificates purchased at a premium, the risk that a    
faster than anticipated rate of principal payments could result in an actual    
yield to such investor that is lower than the anticipated yield.                

         An investor should consider the risk that rapid rates of prepayments on
the Mortgage Loans, and therefore of amounts distributable in reduction of the  
principal balance of the Offered Certificates entitled to distributions of      
principal may coincide with periods of low prevailing interest rates. During    
such periods, the effective interest rates on securities in which an investor   
may choose to reinvest amounts distributed in reduction of the principal balance
of such investor's Offered Certificate may be lower than the Pass-Through Rate. 
There can be no assurance that any distribution of Prepayment Premiums or Yield 
Maintenance Charges advanced by the Servicer in connection with the mandatory   
prepayment of an Additional Collateral Loan will be sufficient to offset any    
negative effect on yield.                                                       

    Conversely, slower rates of prepayments on the Mortgage Loans, and
therefore of amounts distributable in reduction of the principal balance of the 
Offered Certificates entitled to distributions of principal, may coincide with  
periods of high prevailing interest rates. During such periods, the amount of   
principal distributions resulting from prepayments available to an investor in  
such Certificates for reinvestment at such high prevailing interest rates may be
relatively small.                                                               

      The Pass-Through Rate applicable to the Class B, Class C and Class D
Certificates for any Distribution Date will be equal to the Weighted Average Net
Mortgage Rate minus 0.535%, 0.390% and 0.273%, respectively with respect to such
Distribution Date. Accordingly, the yield on the Class B, Class C and Class D   
Certificates will be sensitive to changes in the relative composition of the    
Mortgage Loans as a result of scheduled amortization, voluntary prepayments,    
liquidations of Mortgage Loans following default and repurchases of Mortgage    
Loans. Losses or payments of principal on the Mortgage Loans with higher        
Mortgage Rates will result in a reduction in the Weighted Average Net Mortgage  
Rate, reducing the Pass-Through Rates of the Class B, Class C and Class D       
Certificates.                                                                   

      The effective yield to holders of Offered Certificates will be lower
than the yield otherwise produced by the applicable Pass-Through Rate and       
purchase prices because while interest is generally required to be paid by the  
borrower on a specified day between the first day and the eleventh day of each  
month, the distribution of such interest will not be made until the Distribution
Date occurring in such month, and principal paid on any Distribution Date will  
not bear interest during the period after the interest is paid and before the   
Distribution Date occurs. Additionally, as described under "Description of the  
Offered Certificates--Distributions" herein, if the portion of                  

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the Available Distribution Amount distributable in respect of interest on any   
Class of Offered Certificates on any Distribution Date is less than the amount  
of interest required to be paid to the holders of such Class, the shortfall will
be distributable to holders of such Class of Certificates on subsequent         
Distribution Dates, to the extent of Available Funds on such Distribution Dates.
Any such shortfall will not bear interest, however, and will therefore          
negatively affect the yield to maturity of such Class of Certificates for so    
long as it is outstanding.                                                      

MODELING ASSUMPTIONS                                                            

        Prepayments on mortgage loans may be measured by a prepayment standard
or model. The model used in this Prospectus Supplement is the "Constant         
Prepayment Rate" or "CPR" model. The CPR model represents an assumed constant   
annual rate of prepayment each month, expressed as a per annum percentage of the
then-scheduled principal balance of the pool of mortgage loans. As used in the  
following tables, (i) the column headed "0% CPR" assumes that none of the       
Mortgage Loans is prepaid before the Anticipated Repayment Date or maturity     
date, as applicable, and (ii) the columns headed "5% CPR," "10% CPR," "15% CPR" 
and "25% CPR" assume that prepayments on the Mortgage Loans are made at those   
levels of CPR following the expiration of any Lockout Period and Yield          
Maintenance Period. All columns in the following tables assume that all of the  
ARD Loans are fully prepaid on their related Anticipated Repayment Date and all 
of the other Mortgage Loans are paid in full on their maturity date. There is no
assurance, however, that prepayments of the Mortgage Loans will conform to any  
level of CPR, and no representation is made that the Mortgage Loans will prepay 
at the levels of CPR shown or at any other prepayment rate. The foregoing       
assumptions are referred to herein as the "Prepayment Assumptions."             

For purposes of this Prospectus Supplement, the "Mortgage Loan
Assumptions" are the following: (i) each Mortgage Loan will pay principal and   
interest in accordance with its terms and scheduled payments will be timely     
received on the related Due Date; (ii) all Mortgage Loans have Due Dates on the 
eleventh day of each month and accrue interest on the respective basis described
herein; (iii) all prepayments are accompanied by a full month's interest and    
there are no Prepayment Interest Shortfalls; (iv) no Yield Maintenance Charges  
are allocated to the Certificates; (v) distributions on the Certificates are    
made on the fifteenth day (each assumed to be a Business Day) of each month,    
commencing in August 2000; (vi) neither the Mortgage Loan Sellers, nor any other
party repurchases any Mortgage Loan as described under "The Pooling and         
Servicing Agreement--Representations and Warranties; Repurchase"; (vii) there   
are no delinquencies or defaults with respect to, and no modifications, waivers 
or amendments of the terms of, the Mortgage Loans; (viii) there are no          
Collateral Support Deficits, Certificate Deferred Interest or Appraisal         
Reduction Amounts (as defined herein) with respect to the Mortgage Loans or the 
Trust Fund; (ix) none of the Mortgage Loan Sellers, the Controlling Class or the
Servicers exercise the right to cause the early termination of the Trust Fund;  
(x) the Servicing Fee Rate, Trustee Fee Rate and Primary Servicing Fee Rate for 
each Distribution Date are the rates set forth herein on the Stated Principal   
Balance of the Mortgage Loans as of the related Due Date; and (xi) the date of  
determination of weighted average life is August 4, 2000.                       

RATED FINAL DISTRIBUTION DATE                                                   

         The ratings provided by the Rating Agencies address the likelihood that
all principal due on the Offered Certificates will be received by the Rated     
Final Distribution Date, which is the Distribution Date occurring in April 2062,
which is the first Distribution Date following the date that is two years after 
the latest Assumed Maturity Date. Most of the Mortgage Loans have maturity dates
or Anticipated Repayment Dates that occur earlier than the latest Assumed       
Maturity Date, and most of the Mortgage Loans may be prepaid prior to maturity. 
Consequently, it is possible that the Certificate Balance of each Class of      
Offered Certificates will be reduced to zero significantly earlier than the     
Rated Final Distribution Date.                                                  

WEIGHTED AVERAGE LIFE OF OFFERED CERTIFICATES                                   

      Weighted average life refers to the average amount of time that will
elapse from the date of determination to the date of distribution or allocation 
to the investor of each dollar in reduction of Certificate Balance that is      
distributed or allocated, respectively. The weighted average lives of the       
Offered Certificates will be influenced by, among other things, the rate at     
which principal of the Mortgage Loans is paid, which may occur as a result of   
scheduled amortization, Balloon Payments, voluntary or involuntary prepayments  
or liquidations.                                                                

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    The weighted average lives of the Offered Certificates may also be
affected to the extent that additional distributions in reduction of the        
Certificate Balance of such Certificates occur as a result of the repurchase or 
purchase of Mortgage Loans from the Trust Fund as described under "The Pooling  
and Servicing Agreement--Representations and Warranties; Repurchase" and        
"--Optional Termination" herein. Such a repurchase or purchase from the Trust   
Fund will have the same effect on distributions to the holders of Certificates  
as if the related Mortgage Loans had prepaid in full, except that no Prepayment 
Premiums or Yield Maintenance Charges are made in respect thereof.              

         The tables of "Percentage of Initial Certificate Balance Outstanding at
the Respective CPRs Set Forth Below" indicate the weighted average life of each 
Class of Offered Certificates and set forth the percentage of the initial       
Certificate Balance of such Offered Certificates that would be outstanding after
each of the dates shown at the various CPRs and based on the Prepayment         
Assumptions. The tables have also been prepared on the basis of the Mortgage    
Loan Assumptions. The Mortgage Loan Assumptions made in preparing the previous  
and following tables are expected to vary from the actual performance of the    
Mortgage Loans. It is highly unlikely that principal of the Mortgage Loans will 
be repaid consistent with assumptions underlying any one of the scenarios.      
Investors are urged to conduct their own analysis concerning the likelihood that
the Mortgage Loans may pay or prepay on any particular date.                    

        Based on the Mortgage Loan Assumptions, the Prepayment Assumptions and
the various CPRs, the tables indicate the weighted average life of the Offered  
Certificates and set forth the percentages of the initial Certificate Balance of
the Offered Certificates that would be outstanding after each of the indicated  
Distribution Dates, at the indicated CPRs.                                      

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CLASS A-1 CERTIFICATES
 PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW

                                                                [Download Table]


         DISTRIBUTION DATE           0% CPR  5% CPR  10% CPR  15% CPR  25% CPR
         -----------------           ------  ------  -------  -------  -------
                                                                              
Initial Percent                       100     100      100      100      100  
July 15, 2001                          95      95       95       95       95  
July 15, 2002                          89      89       89       89       89  
July 15, 2003                          83      83       83       83       83  
July 15, 2004                          76      76       76       76       76  
July 15, 2005                          67      67       67       67       67  
July 15, 2006                          52      52       52       52       52  
July 15, 2007                          43      43       43       42       42  
July 15, 2008                           0       0        0        0        0  
July 15, 2009                           0       0        0        0        0  
July 15, 2010                           0       0        0        0        0  
July 15, 2011                           0       0        0        0        0  
July 15, 2012                           0       0        0        0        0  
July 15, 2013                           0       0        0        0        0  
July 15, 2014                           0       0        0        0        0  
July 15, 2015                           0       0        0        0        0  
July 15, 2016                           0       0        0        0        0  
July 15, 2017                           0       0        0        0        0  
July 15, 2018                           0       0        0        0        0  
July 15, 2019                           0       0        0        0        0  
July 15, 2020                           0       0        0        0        0  
July 15, 2021                           0       0        0        0        0  
July 15, 2022                           0       0        0        0        0  
July 15, 2023                           0       0        0        0        0  
July 15, 2024                           0       0        0        0        0  
July 15, 2025                           0       0        0        0        0  

Weighted Average Life (in years)(1)   5.7     5.7      5.7      5.7      5.7  

------------------                                                              
(1)  The weighted average life of the Class A-1 Certificates is determined by   
     (i) multiplying the amount of each distribution in reduction of Certificate
   Balance of such Class by the number of years from the Closing Date to the
   related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).                                            

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CLASS A-2 CERTIFICATES
 PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW

                                                                [Download Table]

         DISTRIBUTION DATE           0% CPR  5% CPR  10% CPR  15% CPR  25% CPR
         -----------------           ------  ------  -------  -------  -------
                                                                              
Initial Percent                       100     100      100     100       100  
July 15, 2001                         100     100      100     100       100  
July 15, 2002                         100     100      100     100       100  
July 15, 2003                         100     100      100     100       100  
July 15, 2004                         100     100      100     100       100  
July 15, 2005                         100     100      100     100       100  
July 15, 2006                         100     100      100     100       100  
July 15, 2007                         100     100      100     100       100  
July 15, 2008                          95      95       95      95        94  
July 15, 2009                          64      64       63      63        62  
July 15, 2010                           0       0        0       0         0  
July 15, 2011                           0       0        0       0         0  
July 15, 2012                           0       0        0       0         0  
July 15, 2013                           0       0        0       0         0  
July 15, 2014                           0       0        0       0         0  
July 15, 2015                           0       0        0       0         0  
July 15, 2016                           0       0        0       0         0  
July 15, 2017                           0       0        0       0         0  
July 15, 2018                           0       0        0       0         0  
July 15, 2019                           0       0        0       0         0  
July 15, 2020                           0       0        0       0         0  
July 15, 2021                           0       0        0       0         0  
July 15, 2022                           0       0        0       0         0  
July 15, 2023                           0       0        0       0         0  
July 15, 2024                           0       0        0       0         0  
July 15, 2025                           0       0        0       0         0  

Weighted Average Life (in years)(1)   9.1     9.1      9.1      9.1      9.1  


------------------                                                              

(1)  The weighted average life of the Class A-2 Certificates is determined by   
     (i) multiplying the amount of each distribution in reduction of Certificate
   Balance of such Class by the number of years from the Closing Date to the
   related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).                                            

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CLASS B CERTIFICATES
 PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW

                                                                [Download Table]

         DISTRIBUTION DATE           0% CPR  5% CPR  10% CPR  15% CPR  25% CPR
         -----------------           ------  ------  -------  -------  -------
                                                                              
Initial Percent                        100     100      100     100       100 
July 15, 2001                          100     100      100     100       100 
July 15, 2002                          100     100      100     100       100 
July 15, 2003                          100     100      100     100       100 
July 15, 2004                          100     100      100     100       100 
July 15, 2005                          100     100      100     100       100 
July 15, 2006                          100     100      100     100       100 
July 15, 2007                          100     100      100     100       100 
July 15, 2008                          100     100      100     100       100 
July 15, 2009                          100     100      100     100       100 
July 15, 2010                            0       0        0       0         0 
July 15, 2011                            0       0        0       0         0 
July 15, 2012                            0       0        0       0         0 
July 15, 2013                            0       0        0       0         0 
July 15, 2014                            0       0        0       0         0 
July 15, 2015                            0       0        0       0         0 
July 15, 2016                            0       0        0       0         0 
July 15, 2017                            0       0        0       0         0 
July 15, 2018                            0       0        0       0         0 
July 15, 2019                            0       0        0       0         0 
July 15, 2020                            0       0        0       0         0 
July 15, 2021                            0       0        0       0         0 
July 15, 2022                            0       0        0       0         0 
July 15, 2023                            0       0        0       0         0 
July 15, 2024                            0       0        0       0         0 
July 15, 2025                            0       0        0       0         0 

Weighted Average Life (in years)(1)   9.7     9.7      9.7      9.7      9.7  


--------------                                                                  
(1)  The weighted average life of the Class B Certificates is determined by (i) 
 multiplying the amount of each distribution in reduction of Certificate
   Balance of such Class by the number of years from the Closing Date to the
   related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).                                            

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CLASS C CERTIFICATES
 PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW

                                                                [Download Table]


         DISTRIBUTION DATE           0% CPR  5% CPR  10% CPR  15% CPR  25% CPR
         -----------------           ------  ------  -------  -------  -------
                                                                              
Initial Percent                        100     100      100     100       100 
July 15, 2001                          100     100      100     100       100 
July 15, 2002                          100     100      100     100       100 
July 15, 2003                          100     100      100     100       100 
July 15, 2004                          100     100      100     100       100 
July 15, 2005                          100     100      100     100       100 
July 15, 2006                          100     100      100     100       100 
July 15, 2007                          100     100      100     100       100 
July 15, 2008                          100     100      100     100       100 
July 15, 2009                          100     100      100     100       100 
July 15, 2010                            0       0        0       0         0 
July 15, 2011                            0       0        0       0         0 
July 15, 2012                            0       0        0       0         0 
July 15, 2013                            0       0        0       0         0 
July 15, 2014                            0       0        0       0         0 
July 15, 2015                            0       0        0       0         0 
July 15, 2016                            0       0        0       0         0 
July 15, 2017                            0       0        0       0         0 
July 15, 2018                            0       0        0       0         0 
July 15, 2019                            0       0        0       0         0 
July 15, 2020                            0       0        0       0         0 
July 15, 2021                            0       0        0       0         0 
July 15, 2022                            0       0        0       0         0 
July 15, 2023                            0       0        0       0         0 
July 15, 2024                            0       0        0       0         0 
July 15, 2025                            0       0        0       0         0 

Weighted Average Life (in years)(1)   9.8     9.8      9.8      9.8      9.8  

------------------                                                              
(1)  The weighted average life of the Class C Certificates is determined by (i) 
 multiplying the amount of each distribution in reduction of Certificate
   Balance of such Class by the number of years from the Closing Date to the
   related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).                                            

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CLASS D CERTIFICATES
 PERCENTAGE OF INITIAL CERTIFICATE BALANCE
OUTSTANDING AT THE RESPECTIVE CPRS SET FORTH BELOW

                                                                [Download Table]

         DISTRIBUTION DATE           0% CPR  5% CPR  10% CPR  15% CPR  25% CPR
         -----------------           ------  ------  -------  -------  -------
                                                                              
Initial Percent                       100     100      100     100       100  
July 15, 2001                         100     100      100     100       100  
July 15, 2002                         100     100      100     100       100  
July 15, 2003                         100     100      100     100       100  
July 15, 2004                         100     100      100     100       100  
July 15, 2005                         100     100      100     100       100  
July 15, 2006                         100     100      100     100       100  
July 15, 2007                         100     100      100     100       100  
July 15, 2008                         100     100      100     100       100  
July 15, 2009                         100     100      100     100       100  
July 15, 2010                           0       0        0       0         0  
July 15, 2011                           0       0        0       0         0  
July 15, 2012                           0       0        0       0         0  
July 15, 2013                           0       0        0       0         0  
July 15, 2014                           0       0        0       0         0  
July 15, 2015                           0       0        0       0         0  
July 15, 2016                           0       0        0       0         0  
July 15, 2017                           0       0        0       0         0  
July 15, 2018                           0       0        0       0         0  
July 15, 2019                           0       0        0       0         0  
July 15, 2020                           0       0        0       0         0  
July 15, 2021                           0       0        0       0         0  
July 15, 2022                           0       0        0       0         0  
July 15, 2023                           0       0        0       0         0  
July 15, 2024                           0       0        0       0         0  
July 15, 2025                           0       0        0       0         0  

Weighted Average Life (in years)(1)   9.8     9.8      9.8      9.8      9.8  


------------------                                                              

(1)  The weighted average life of the Class D Certificates is determined by (i) 
 multiplying the amount of each distribution in reduction of Certificate
   Balance of such Class by the number of years from the Closing Date to the
   related Distribution Date, (ii) adding the results and (iii) dividing the
sum by the aggregate distributions in reduction of Certificate Balance
referred to in clause (i).                                            

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 THE POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

     The Certificates will be issued pursuant to a Pooling and Servicing
Agreement to be dated as of July 11, 2000 (the "Pooling and Servicing           
Agreement"), by and among the Depositor, the Servicers, the Special Servicers   
and the Trustee.                                                                

  Reference is made to the Prospectus for important information in
addition to that set forth herein regarding the terms of the Pooling and        
Servicing Agreement and terms and conditions of the Offered Certificates. The   
Trustee will provide a copy of the Pooling and Servicing Agreement to a         
prospective or actual holder of an Offered Certificate, upon written request    
and, at the Trustee's discretion, payment of a reasonable fee for any expenses. 
The Pooling and Servicing Agreement will also be made available by the Trustee  
on its website, at the address set forth under "Reporting Requirements." The    
Pooling and Servicing Agreement will also be filed with the Commission by the   
Depositor by means of the EDGAR System and should be available on the           
Commission's website, the address of which is "www.sec.gov."                    

ASSIGNMENT OF THE MORTGAGE LOANS                                                

     On the Closing Date, the Depositor will sell, transfer or otherwise
convey, assign or cause the assignment of the Mortgage Loans, without recourse, 
to the Trustee for the benefit of the holders of Certificates. On or prior to   
the Closing Date, the Depositor will deliver to the Trustee, with respect to    
each Mortgage Loan, a mortgage file ("Mortgage File") containing certain        
documents and instruments, including, among other things, the following: (i) the
original Mortgage Note endorsed without recourse to the order of the Trustee, or
a lost note affidavit; (ii) the original mortgage or counterpart thereof (or, in
either case, a certified copy thereof); (iii) the assignment of the mortgage in 
recordable form in favor of the Trustee; (iv) if applicable, preceding          
assignments of mortgages (or certified copies thereof); (v) the related security
agreement, if any; (vi) if applicable, the original assignment of the assignment
of leases and rents to the Trustee; (vii) if applicable, preceding assignments  
of assignments of leases and rents (or certified copies thereof); (viii) a      
certified copy of the UCC-1 Financing Statements, if any, including UCC-3       
continuation statements and UCC-3 assignments; (ix) if applicable, the original 
loan agreements; (x) the original lender's title insurance policy (or marked    
commitments to insure); and (xi) with respect to the L'Enfant Loan, the         
co-lender and intercreditor agreements and (xii) with respect to the 1211 Avenue
of the Americas Loan and the Crystal Pavilion/Petry Building Loan, the          
applicable intercreditor agreement. The Trustee will hold such documents for the
benefit of the holders of the Certificates. The Trustee is obligated to review  
the documents described in items (i) through (iv), (vi) through (viii) and (x)  
above for each Mortgage Loan and report any missing documents or certain types  
of defects therein (in each such case, a "Defect" in the related Mortgage File) 
within 90 days after the Closing Date to the Depositor, the applicable Servicer,
the applicable Special Servicer and the applicable Mortgage Loan Seller as set  
forth in and subject to the terms of the Pooling and Servicing Agreement.       

REPRESENTATIONS AND WARRANTIES; REPURCHASE                                      

      In the Pooling and Servicing Agreement, the Depositor will assign to
the Trustee for the benefit of the Certificateholders (i) the representations   
and warranties made by each of the Mortgage Loan Sellers to the Depositor in the
Mortgage Loan Purchase Agreements and (ii) the representations and warranties   
made by Finova Capital, Finova and Llama to the MSDWMC Mortgage Loan Seller with
respect to the Mortgage Loans sold by FINOVA Commercial Mortgage Loan Owner     
Trust 1998-1 ("Finova Owner Trust") and Finova (the "Finova Loans") and Llama   
(the "Llama Loans") to the MSDWMC Mortgage Loan Seller, which will be assigned  
by the MSDWMC Mortgage Loan Seller to the Depositor in the related Mortgage Loan
Purchase Agreement. The CSFB Mortgage Loan Seller will make representations and 
warranties as of the Closing Date (unless otherwise specified) with respect to  
the CSFB Mortgage Loans. The NCCB Mortgage Loan Seller will make representations
and warranties as of the Closing Date (unless otherwise specified) with respect 
to the NCCB Mortgage Loans. The MSDWMC Mortgage Loan Seller will make           
representations and warranties as of the Closing Date (unless otherwise         
specified) with respect to 24 of the MSDWMC Mortgage Loans (representing 15.1%  
of the Initial Pool Balance). With respect to four of the MSDWMC Mortgage Loans 
(representing 3.2% of the Initial Pool Balance) the Trustee will receive the    
assignment of certain of the representations and warranties made by Finova      
Capital to the MSDWMC Mortgage                                                  

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Loan Seller as of July 8, 1999, the date on which the MSDWMC Mortgage Loan      
Seller acquired such Mortgage Loans from Finova Owner Trust. With respect to    
nine of the MSDWMC Mortgage Loans (representing 4.8% of the Initial Pool        
Balance) the Trustee will receive the assignment of certain of the              
representations and warranties made by Finova to the MSDWMC Mortgage Loan Seller
as of July 8, 1999, the date on which the MSDWMC Mortgage Loan Seller acquired  
such Mortgage Loans from Finova. With respect to four of the MSDWMC Mortgage    
Loans (representing 1.8% of the Initial Pool Balance) the Trustee will receive  
the assignment of certain of the representations and warranties made by Llama to
the MSDWMC Mortgage Loan Seller as of December 17, 1999, the date on which the  
MSDWMC Mortgage Loan Seller acquired such Mortgage Loans from Llama. Subject to 
certain specified exceptions, the representations and warranties of the CSFB    
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller and NCCB Mortgage Loan    
Seller generally include the following:                                         

       (1) the information set forth in the schedule of the Mortgage Loans
attached to the related Mortgage Loan Purchase Agreement is true and  
correct in all material respects;                                     

         (2) such seller owned the Mortgage Loan free and clear of any and all
pledges, liens and/or other encumbrances;                             

         (3) no scheduled payment of principal and interest under the Mortgage
    Loan was 30 days or more past due as of the Cut-off Date, and the Mortgage
 Loan has not been 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date;                               

        (4) the related Mortgage constitutes a valid and, subject to certain
creditors' rights exceptions, enforceable first priority mortgage lien
(subject to certain permitted encumbrances) upon the related Mortgaged
Property;                                                             

      (5) the assignment of the related Mortgage in favor of the Trustee
constitutes a legal, valid and binding assignment;                    

        (6) the related assignment of leases establishes and creates a valid
 and, subject to certain creditors' rights exceptions, enforceable first
  priority lien (subject to certain permitted encumbrances) in the related
borrower's interest in all leases of the Mortgaged Property;          

   (7) the Mortgage has not been satisfied, canceled, rescinded or
subordinated in whole or in material part, and the related Mortgaged  
    Property has not been released from the lien of such Mortgage, in whole or
in material part;                                                     

          (8) except as set forth in a property inspection report or engineering
  report prepared in connection with the origination of the Mortgage Loan,
the related Mortgaged Property is, to the seller's knowledge, free and
     clear of any material damage that would materially and adversely affect its
    value as security for the Mortgage Loan (normal wear and tear excepted) or
reserves have been established to remediate such damage;              

         (9) to the seller's knowledge, there is no proceeding pending for the
condemnation of all or any material portion of any Mortgaged Property;

      (10) the related Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance 
 policy or a marked-up title insurance commitment (on which the required
 premium has been paid) which evidences such title insurance policy that
   insures that the related Mortgage is a valid, first priority lien on such
Mortgaged Property, subject only to the exceptions stated therein;    

        (11) the proceeds of the Mortgage Loan have been fully disbursed and
there is no obligation for future advances with respect thereto;      

       (12) an environmental site assessment was performed with respect to
  the Mortgaged Property in connection with the origination of the related
   Mortgage Loan, a report of each such assessment has been delivered to the
 Depositor, and such seller has no knowledge of any material and adverse
   environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report;                                

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        (13) each Mortgage Note, Mortgage and other agreement that evidences
or secures the Mortgage Loan is, subject to certain creditors' rights 
  exceptions and other exceptions of general application, the legal, valid
     and binding obligation of the maker thereof, enforceable in accordance with
   its terms, and there is no valid defense, counterclaim or right of offset
or rescission available to the related borrower with respect to such  
Mortgage Note, Mortgage or other agreement;                           

       (14) the related Mortgaged Property is, and is required pursuant to
 the related Mortgage to be, insured by casualty and liability insurance
policies of a type specified in the related Mortgage Loan Purchase    
Agreement;                                                            

      (15) there are no delinquent or unpaid taxes, assessments or other
  outstanding charges affecting the related Mortgaged Property that are or
may become a lien of priority equal to or higher than the lien of the 
related Mortgage;                                                     

          (16) the related borrower is not, to such seller's knowledge, a debtor
in any state or federal bankruptcy or insolvency proceeding;          

          (17) the related Mortgaged Property consists of the related borrower's
    fee simple estate in real estate or, if the related Mortgage encumbers the
  interest of a borrower as a lessee under a ground lease of the Mortgaged
    Property (a) such ground lease or a memorandum thereof has been or will be
duly recorded and permits the interest of the lessee thereunder to be 
 encumbered by the related Mortgage; (b) the borrower's interest in such
    ground lease is assignable upon notice to, but without the consent of, the
   lessor thereunder; (c) such ground lease is in full force and effect and,
to the knowledge of the seller, no material default has occurred      
   thereunder; (d) such ground lease, or an estoppel letter related thereto,
   requires the lessor under such ground lease to give notice of any default
   by the lessee to the holder of the Mortgage (provided any required notice
of the lien is given to lessor); (e) the holder of the Mortgage is    
    permitted a reasonable opportunity (including, where necessary, sufficient
 time to gain possession of the interest of the lessee under such ground
    lease) to cure any default under such ground lease, which is curable after
     the receipt of notice of any such default, before the lessor thereunder may
     terminate such ground lease; and (f) such ground lease has an original term
    (including any extension options set forth therein) which extends not less
 than ten years beyond the scheduled maturity date of the Mortgage Loan;

         (18) the Mortgage Loan is not cross-collateralized or cross-defaulted
with any loan other than one or more other Mortgage Loans;            

      (19) no Mortgage requires the holder thereof to release all or any
  material portion of the related Mortgaged Property from the lien thereof
except upon payment in full of the Mortgage Loan or defeasance, or in 
    certain cases, upon (a) the satisfaction of certain legal and underwriting
 requirements and (b) except where the portion of the Mortgaged Property
   permitted to be released was not considered by the seller in underwriting
the Mortgage Loan, the payment of a release price and prepayment      
consideration in connection therewith; and                            

      (20) to such seller's knowledge, there exists no material default,
  breach, violation or event of acceleration (and no event which, with the
   passage of time or the giving of notice, or both, would constitute any of
     the foregoing) under the related Mortgage Note or Mortgage in any such case
  to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property.                     

         If a Mortgage Loan Seller has been notified of a Defect in any Mortgage
File or if a Mortgage Loan Seller, Finova Capital, Finova or Llama has been     
notified of a breach of any of its representations and warranties (a "Breach")  
which, in either case, materially and adversely affects the value of any        
Mortgage Loan or the interests of the Certificateholders therein, and if such   
Mortgage Loan Seller does not cure such Defect or such Mortgage Loan Seller,    
Finova Capital, Finova or Llama does not cure such Breach, in each case within a
period of 90 days following the earlier of its receipt of such notice or its    
discovery of the Defect or Breach, then such Mortgage Loan Seller, in the case  
of a Defect, or such Mortgage Loan Seller, Finova Capital, Finova or Llama in   
the case of a Breach, will be obligated to repurchase the affected Mortgage Loan
within such 90-day period (or in the case of Finova Loans, within a 180-day     
period if certain conditions are satisfied). The price (the "Purchase Price")   
will be equal to the sum of (i) the outstanding principal balance of such       
Mortgage Loan as of the date of purchase, (ii) all accrued and unpaid interest  
on such Mortgage Loan at the related Mortgage Rate in effect from time to time, 
to but not including the Due Date in the Due Period of purchase (which includes 
unpaid Servicing Fees and Primary                                               

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Servicing Fees), (iii) all related unreimbursed Servicing Advances plus, in     
general, accrued and unpaid interest on related Advances at the Reimbursement   
Rate (as defined herein) and (iv) all reasonable out-of-pocket expenses         
reasonably incurred or to be incurred by the related Servicer, the related      
Special Servicer, the Depositor and the Trustee in respect of the Defect or     
Breach giving rise to the repurchase obligation, including any expenses arising 
out of the enforcement of the repurchase obligation.                            

     The foregoing repurchase obligation will constitute the sole remedy
available to the Certificateholders and the Trustee for any Defect in a Mortgage
File or any Breach of any Mortgage Loan Seller's, Finova Capital's, Finova's or 
Llama's representations or warranties regarding the Mortgage Loans. Certain     
representations made by Llama in connection with its sale to the MSDWMC Mortgage
Loan Seller of the Llama Loans expire on December 17, 2000, and Llama's         
obligation to repurchase any Llama Loan in connection with a breach of any such 
representation will terminate on that date unless Llama has become aware of the 
existence of such breach prior to such date. The related Mortgage Loan Seller,  
Finova Capital, Finova or Llama, as applicable, will be the sole warranting     
party in respect of the Mortgage Loans, and none of the Depositor, the          
Servicers, the Special Servicers, the Trustee, the Underwriters or any of their 
affiliates will be obligated to repurchase any affected Mortgage Loan in        
connection with a Breach if a Mortgage Loan Seller, Finova Capital, Finova or   
Llama defaults on its obligation to do so and no assurance can be given that the
Mortgage Loan Sellers or such other parties will fulfill such obligation.       
However, the Depositor will not include any Mortgage Loan in the Trust Fund if  
anything has come to the Depositor's attention prior to the Closing Date that   
causes it to believe that the representations and warranties made by the related
Mortgage Loan Seller, Finova Capital, Finova or Llama regarding such Mortgage   
Loan will not be correct in all material respects when made (subject to any     
exceptions stated in the related mortgage loan purchase agreement). The         
repurchase obligation of the CSFB Mortgage Loan Seller with respect to the CSFB 
Mortgage Loans will be guaranteed by Credit Suisse First Boston, acting through 
its Cayman Branch ("CSFB Cayman"). CSFB Cayman will not guarantee the repurchase
obligations of the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan Seller,  
Finova Capital, Finova or Llama.                                                

         Any Defect or any Breach that, in either case, causes any Mortgage Loan
not to be a "qualified mortgage" within the meaning of the REMIC provisions of  
the Code shall be deemed to materially and adversely affect the interests of    
Certificateholders therein, requiring the related Mortgage Loan Seller, Finova  
Capital, Finova or Llama, as applicable, to purchase the affected Mortgage Loan 
from the Trust Fund at the applicable Purchase Price or in conformity with the  
related Mortgage Loan Purchase Agreement.                                       

SERVICING OF THE MORTGAGE LOANS; COLLECTION OF PAYMENTS                         

     Each Servicer and each Special Servicer will service and administer
their respective Mortgage Loans and, with respect to each Special Servicer, any 
REO Properties (subject to the servicing and special servicing of the L'Enfant  
Loan and the 1211 Avenue of the Americas Loan by the servicer and special       
servicer of the L'Enfant Loan and the 1211 Avenue of the Americas Loan,         
respectively, each as described below) for which it is responsible on behalf of 
the Trust Fund and in the best interests of and for the benefit of the          
Certificateholders (as determined by the applicable Servicer or the applicable  
Special Servicer, as the case may be, in its good faith and reasonable          
judgment), in accordance with applicable law, the terms of the respective       
Mortgage Loans or Specially Serviced Mortgage Loans and, to the extent          
consistent with the foregoing, the terms of the Pooling and Servicing Agreement 
and, in the case of the L'Enfant Loan and the 1211 Avenue of the Americas Loan, 
the related agreement and/or co-lender agreement, and, to the extent consistent 
with the foregoing, in accordance with the higher of the following standards of 
care: (i) the same manner in which, and with the same care, skill, prudence and 
diligence with which, the applicable Servicer or applicable Special Servicer, as
the case may be, services and administers similar commercial or multifamily     
mortgage loans for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional commercial or
multifamily mortgage lenders servicing their own mortgage loans and (ii) the    
same care, skill, prudence and diligence with which the applicable Servicer or  
applicable Special Servicer, as the case may be, services and administers       
similar commercial or multifamily mortgage loans owned by such Servicer or such 
Special Servicer, in either case exercising reasonable business judgment and    
with a view to the maximization, on a present value basis (discounting at the   
related Mortgage Rate), of timely recovery of principal and interest on the     
Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, but without 
regard to: (a) any relationship that the applicable Servicer or the applicable  
Special Servicer, as the case may be, or any affiliate thereof may have with the
related borrower or any other party to the Pooling and Servicing Agreement; (b) 
the ownership of any Certificate by the applicable Servicer or the applicable   

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Special Servicer, as the case may be, or any affiliate thereof; (c) each        
Servicer's obligation to make Advances; (d) the applicable Servicer's or the    
applicable Special Servicer's, as the case may be, right to receive compensation
for its services under the Pooling and Servicing Agreement or with respect to   
any particular transaction, (e) each Servicer's or each Special Servicer's      
ownership, servicing or management of any other mortgage loans or mortgaged     
properties or (f) the Pool II Servicer's or the Pool II Special Servicer's      
requirement to repurchase a mortgage loan due to a breach of a representation or
warranty (the foregoing, collectively referred to as the "Servicing Standard"). 

    The Pool I Servicer will enter into a sub-servicing agreement (the
"Primary Servicing Agreement") with certain primary servicers (each, a "Primary 
Servicer"), pursuant to which, in the event such Primary Servicer is terminated 
or resigns, the successor to such Primary Servicer (other than the Trustee or   
its designee) will succeed to the rights and obligations of such Primary        
Servicer under the Primary Servicing Agreement. The Primary Servicing Agreement 
provides that the Primary Servicers are not terminable unless certain events of 
default or termination events occur thereunder. In addition, each Servicer and  
each Special Servicer are permitted, at their own expense, to employ            
subservicers, agents or attorneys in performing any of their respective         
obligations under the Pooling and Servicing Agreement, but will not thereby be  
relieved of any such obligation and will remain liable to the Trustee and the   
Certificateholders for the acts and omissions of any such subservicers, agents  
or attorneys. The Pooling and Servicing Agreement provides, however, that       
neither the Servicers, the Special Servicers nor any of their respective        
directors, officers, employees or agents shall have any liability to the Trust  
Fund or the Certificateholders for taking any action or refraining from taking  
an action in good faith, or for errors in judgment. The foregoing provision     
would not protect the Servicers or the Special Servicers for the breach of its  
representations or warranties in the Pooling and Servicing Agreement, the breach
of certain specified covenants therein or any liability by reason of willful    
misfeasance, bad faith, fraud or negligence in the performance of its duties or 
by reason of its negligent disregard of obligations or duties under the Pooling 
and Servicing Agreement. Under the Pooling and Servicing Agreement and the      
Primary Servicing Agreement, each Servicer is primarily liable to the Trust Fund
for the servicing of Mortgage Loans by the related Primary Servicers and each   
Primary Servicer has agreed to indemnify the related Servicer for any liability 
that such Servicer may incur as a result of the Primary Servicer's failure to   
perform its obligations under the Primary Servicing Agreement.                  

   The Pooling and Servicing Agreement requires the Servicers or the
Special Servicers, as applicable, to make reasonable efforts to collect all     
payments called for under the terms and provisions of the Mortgage Loans.       
Consistent with the above, each Servicer or each Special Servicer may, in its   
discretion, waive any Penalty Charge in connection with any delinquent Monthly  
Payment or Balloon Payment with respect to any Mortgage Loan it is obligated to 
service. With respect to the ARD Loans, the applicable Servicer and applicable  
Special Servicer will not be able to take any enforcement action with respect to
payment of Excess Interest or principal in excess of the principal component of 
the constant Monthly Payment, other than requests for collections, until the    
date on which principal and accrued interest (other than Excess Interest) has   
been paid in full. With respect to any Specially Serviced Mortgage Loan, subject
to the restrictions set forth below under "--Realization Upon Mortgage Loans,"  
each Special Servicer will be entitled to pursue any of the remedies set forth  
in the related Mortgage, including the right to acquire, through foreclosure,   
all or any of the Mortgaged Properties securing such Mortgage Loan. Each Special
Servicer may elect to extend a Mortgage Loan (subject to conditions described   
herein) notwithstanding its decision to foreclose on certain of the Mortgaged   
Properties.                                                                     

   First Union National Bank, as servicer of the L'Enfant Other Note
(collectively with the 1211 Avenue of the Americas Other Note, the "Other       
Servicer Notes"), will primarily service the L'Enfant Whole Loan (collectively  
with the 1211 Avenue of the Americas Whole Loan and the Crystal Pavilion/Petry  
Building Whole Loan, the "Whole Loans"). The L'Enfant Whole Loan will be        
specially serviced for the benefit of the Trust Fund and the trustee of the CSFB
1998-C2 Securitization by the special servicer under the pooling and servicing  
agreement for the CSFB 1998-C2 Securitization, which will initially be Lennar   
Partners, Inc.                                                                  

      The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled 
to reimbursement on demand from the Pool I Servicer for its allocable share of  
such servicing advance. Such reimbursement by the Pool I Servicer will be       
treated as a Servicing Advance under the Pooling and Servicing Agreement. The   
Pool I Servicer will be required to make P&I Advances with respect to the       
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing     
Agreement--Advances" in this Prospectus Supplement.                             

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         BNY Asset Solutions LLC, as servicer of the 1211 Avenue of the Americas
Other Note, will be required to make all Servicing Advances with respect to the 
1211 Avenue of the Americas Loan and will be entitled to immediate reimbursement
from the Pool I Servicer for its allocable share of such Servicing Advance. If  
such allocable pro rata share is not immediately reimbursed by the Pool I       
Servicer, such amount can be netted from amounts collected on the 1211 Avenue of
the Americas Loan and otherwise payable to the Trustee. BNY Asset Solutions LLC 
will be required to make P&I Advances with respect to the amounts due on the    
1211 Avenue of the Americas Trust Fund Note. See "The Pooling and Servicing     
Agreement--Advances" in this Prospectus Supplement.                             

        The servicer of each Other Servicer Note will be required to primarily
service the related Whole Loan for the benefit of the Trust Fund and the holder 
of the related Other Servicer Note with a view to maximizing recovery to both   
holders. ORIX Real Estate Capital Markets, LLC will be required to specially    
service the 1211 Avenue of the Americas Whole Loan pursuant to the trust and    
servicing agreement of the 2000-1211 Securitization.                            

       The Pool I Servicer will be required to primarily service the Crystal
Pavilion/Petry Building Whole Loan for the benefit of both the Trust Fund and   
the holders of the Crystal Pavilion/Petry Building Other Notes with a view to   
maximizing recovery to all holders. The Pool I Special Servicer will be required
to specially service the Crystal Pavilion/Petry Building Whole Loan pursuant to 
the Pooling and Servicing Agreement. The Pool I Servicer will be required to    
make all Servicing Advances with respect to the Crystal Pavilion/Petry Building 
Whole Loan and will be entitled to immediate reimbursement from the holders of  
the Crystal Pavilion/Petry Building Other Notes for their allocable shares of   
such Servicing Advance. If such allocable pro rata shares are not immediately   
reimbursed by such holders, such amounts will be netted from amounts collected  
on the Crystal Pavilion/Petry Building Whole Loan and otherwise payable to such 
holders. See "The Pooling and Servicing Agreement--Advances" in this Prospectus 
Supplement.                                                                     

ADVANCES                                                                        

       On the Business Day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), each Servicer, with respect to its related Mortgage
Loan (other than the 1211 Avenue of the Americas Loan), and BNY Asset Solutions 
LLC, with respect to the 1211 Avenue of the Americas Loan, will be obligated,   
subject to the recoverability determination described below, to make advances   
(each, a "P&I Advance") out of its own funds or, subject to the replacement     
thereof as provided in the Pooling and Servicing Agreement, certain funds held  
in its Collection Account that are not required to be part of the Available     
Distribution Amount for such Distribution Date, in an amount equal to (but      
subject to reduction as described in the following paragraph) the aggregate of: 
(i) the related Monthly Payments (in each case net of any related Servicing     
Fees, Primary Servicing Fees and Workout Fees), other than Balloon Payments,    
which were due during any related Due Period and delinquent (or not advanced by 
the related sub-servicer) as of the Business Day preceding such Servicer        
Remittance Date; and (ii) in the case of each Mortgage Loan delinquent in       
respect of its Balloon Payment as of the end of the related Due Period          
(including any REO Loan as to which the Balloon Payment would have been past    
due), an amount (the "Assumed Scheduled Payment") equal to the sum of (a) the   
principal portion of the Monthly Payment that would have been due on such       
Mortgage Loan on the related Due Date based on the constant payment required by 
the related Mortgage Note or the original amortization schedule thereof (as     
calculated with interest at the related Mortgage Rate), if applicable, assuming 
such Balloon Payment had not become due, after giving effect to any modification
of such Mortgage Loan, and (b) interest on the Stated Principal Balance of such 
Mortgage Loan at the applicable Net Mortgage Rate (net of interest at the       
Servicing Fee Rate). Each Servicer's obligations to make P&I Advances in respect
of its related Mortgage Loan or REO Property will continue through liquidation  
of such Mortgage Loan or disposition of such REO Property, as the case may be.  
To the extent the applicable Servicer fails to make a P&I Advance that it is    
required to make under the Pooling and Servicing Agreement, the Trustee is      
obligated to make such required P&I Advance pursuant to the Pooling and         
Servicing Agreement, but in any event no later than on the related Distribution 
Date.                                                                           

  With respect to any Distribution Date, the amount required to be
advanced in respect of delinquent Monthly Payments or Assumed Scheduled Payments
on a Mortgage Loan that has been subject to an Appraisal Reduction Event (as    
defined herein) will equal the amount that would be required to be advanced by  
the related Servicer without giving effect to the Appraisal Reduction (as       
defined herein) less any Appraisal Reduction Amount with respect to such        
Mortgage Loan for such Distribution Date. Neither the Servicers nor the Trustee 
will be required or                                                             

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permitted to make a P&I Advance for Penalty Charges, Yield Maintenance Charges, 
Excess Interest, Balloon Payments or Prepayment Premiums. If the monthly payment
on any Mortgage Loan has been reduced or if the final maturity on any Mortgage  
Loan is extended in connection with a bankruptcy or similar proceeding involving
the related borrower or a modification, waiver or amendment granted or agreed to
by the related Special Servicer, and the monthly payment due and owing during   
the extension period is less than the scheduled monthly payment in effect prior 
to such modifications, then the related Servicer shall, as to such Mortgage     
Loan, advance only the amount of the monthly payment due and owing after taking 
into account such reduction (net of related Primary Servicing Fees and Servicing
Fees) in the event of subsequent delinquencies thereon.                         

   In addition to P&I Advances, each Servicer will also be obligated
(subject to the limitations described herein) to make advances ("Servicing      
Advances" and, collectively with P&I Advances, "Advances") in connection with   
the servicing and administration of any Mortgage Loan or in connection with the 
servicing and administration of any Mortgaged Property or REO Property, to pay  
delinquent real estate taxes, assessments, hazard insurance premiums,           
environmental inspections and remediation and to cover other similar costs and  
expenses that are or may become a lien thereon. To the extent that the related  
Servicer fails to make a Servicing Advance that it is required to make under the
Pooling and Servicing Agreement and a responsible officer of the Trustee has    
been notified in writing of such failure, the Trustee will make such Servicing  
Advance pursuant to the Pooling and Servicing Agreement no later than one       
Business Day following the Servicer's failure to make such Servicing Advance    
(or, in the case of the 1211 Avenue of the Americas Loan, five Business Days).  
The applicable Servicer or the Trustee, as the case may be, will be entitled to 
recover any Advance made out of its own funds from any amounts collected in     
respect of the Mortgage Loan as to which such Advance was made, whether in the  
form of related payments, insurance and condemnation proceeds, Liquidation      
Proceeds, any revenues from REO Properties or otherwise from the Mortgage Loan  
("Related Proceeds"). Notwithstanding the foregoing, neither the Servicers nor  
the Trustee will be obligated to make any Advance or portion thereof that it    
determines in its reasonable good faith judgment would, if made, not be         
recoverable (including interest thereon) out of Related Proceeds (a             
"Nonrecoverable Advance"), and the Servicers or the Trustee will be entitled to 
recover any Advance or portion thereof that it so determines to be a            
Nonrecoverable Advance out of general funds on deposit in the Collection        
Account. The Trustee will be entitled to rely conclusively on any               
non-recoverability determination of the applicable Servicer. Nonrecoverable     
Advances will represent a portion of the losses to be borne by the              
Certificateholders.                                                             

      The servicer of the L'Enfant Other Note will be required to make all
servicing advances with respect to the L'Enfant Whole Loan and will be entitled 
to reimbursement on demand from the Pool I Servicer for its allocable share of  
such servicing advance. Such reimbursement by the Pool I Servicer will be       
treated as a Servicing Advance under the Pooling and Servicing Agreement. The   
Pool I Servicer will be required to make P&I Advances with respect to the       
amounts due on the L'Enfant Trust Fund Note. See "The Pooling and Servicing     
Agreement--Advances" in this Prospectus Supplement.                             

       In connection with its recovery of any Advance, each of the Servicers
and the Trustee will be entitled to be paid, out of any amounts then on deposit 
in the Collection Account, interest at the Prime Rate (the "Reimbursement Rate")
accrued on the amount of such Advance from the date made to but not including   
the date of reimbursement.                                                      

      The "Prime Rate" will be the rate, for any day, set forth as such in
the "Money Rates" section of The Wall Street Journal, New York edition. Each    
Statement to Certificateholders (as defined herein) will contain information    
relating to the amount of Advances made with respect to the related Distribution
Date. See "--Reports to Certificateholders; Available Information" below.       

APPRAISAL REDUCTIONS                                                            

   After an Appraisal Reduction Event has occurred with respect to a
Mortgage Loan, an Appraisal Reduction will be calculated for such Mortgage Loan.
An "Appraisal Reduction Event" will occur on the earliest of (i) the third      
anniversary of the date on which the first extension of the maturity date of a  
Mortgage Loan becomes effective as a result of a modification of such Mortgage  
Loan by the related Special Servicer, which extension does not decrease the     
aggregate amount of Monthly Payments on the Mortgage Loan, (ii) 120 days after  
an uncured delinquency (without regard to the application of any grace period)  
occurs in respect of a Mortgage Loan, (iii) the date on which a reduction in the
amount of Monthly Payments on a Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan (other than an extension of its maturity)    
becomes effective as a result                                                   

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of a modification of such Mortgage Loan by the related Special Servicer, (iv) 60
days after a receiver has been appointed for the borrower of the related        
Mortgaged Property, (v) 30 days after a borrower declares bankruptcy; (vi) 60   
days after the borrower becomes the subject of an undischarged and unstayed     
decree or order for a bankruptcy proceeding and (vii) immediately after a       
Mortgage Loan becomes an REO Loan; provided, however, that an Appraisal         
Reduction Event shall not be deemed to occur at any time after the aggregate    
Certificate Balances of all Classes of Certificates (other than the Senior      
Certificates) have been reduced to zero. Such event with respect to the 1211    
Avenue of the Americas Loan will occur on the earliest date on which (i) the    
1211 Avenue of the Americas Whole Loan is 90 days delinquent in respect of any  
monthly payment amount, (ii) the related Mortgaged Property is acquired on      
behalf of the 2000-1211 Securitization trust fund, (iii) the 1211 Avenue of the 
Americas Whole Loan has been modified to reduce the amount of any monthly       
payment amount, (iv) a receiver is appointed and continues in such capacity in  
respect of the Mortgaged Property for at least 30 days, (v) the mortgagor is    
subject to any bankruptcy, insolvency or similar proceeding or (vi) the 1211    
Avenue of the Americas Whole Loan is due and has not been paid on its Final     
Maturity Date. The "Appraisal Reduction" for any Distribution Date and for any  
Mortgage Loan as to which any Appraisal Reduction Event has occurred will be an 
amount equal to the excess, if any, of (a) the Stated Principal Balance of such 
Mortgage Loan over (b) the excess of (i) (A) 90% of the appraised value of the  
related Mortgaged Property (or, with respect to the L'Enfant Loan, the pro rata 
portion of the Mortgaged Property allocable to such loan) as determined (a) by  
one or more independent MAI appraisals with respect to any Mortgage Loan with an
outstanding principal balance equal to or in excess of $2,000,000 (the costs of 
which shall be paid by the applicable Special Servicer as a Servicing Advance)  
or (b) by an independent MAI appraisal (or an update of a prior appraisal) or an
internal valuation performed by the related Special Servicer with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000 plus   
(B) any letter of credit, reserve, escrow or similar amount held by the servicer
which may be applied to payments on the Mortgage Loan over (ii) the sum of (a)  
to the extent not previously advanced by the applicable Servicer or the Trustee,
all unpaid interest on such Mortgage Loan at a per annum rate equal to its      
Mortgage Rate, (b) all unreimbursed Advances in respect of such Mortgage Loan   
and interest thereon at the Reimbursement Rate and (c) all currently due and    
unpaid real estate taxes and assessments, insurance policy premiums, ground     
rents and all other amounts due and unpaid with respect to such Mortgage Loan   
(which taxes, assessments, premiums, ground rents and other amounts have not    
been subject to an Advance by the applicable Servicer or the Trustee and/or for 
which funds have not been escrowed). If required to obtain an MAI appraisal     
pursuant to the foregoing, the related Special Servicer must receive such       
appraisal within 60 days of the occurrence of such Appraisal Reduction Event    
(provided that in no event shall the period to receive such appraisal exceed 120
days from the occurrence of the event that, with the passage of time, would     
become such Appraisal Reduction Event). Except with respect to the 1211 Avenue  
of the Americas Loan, which does not provide for such internal valuations, if   
such appraisal is not received, and an internal valuation is not completed, by  
such date or if, for any Mortgage Loan with a Stated Principal Balance of       
$2,000,000 or less, the related Special Servicer elects not to obtain an        
appraisal or perform an internal valuation, the Appraisal Reduction for the     
related Mortgage Loan will be 25% of the Stated Principal Balance of such       
Mortgage Loan as of the date of the related Appraisal Reduction Event. On the   
first Determination Date occurring on or after the delivery of such MAI         
appraisal or the completion of such internal valuation, the related Special     
Servicer will be required to calculate and report to the applicable Servicer,   
and such Servicer will report to the Trustee, the Appraisal Reduction taking    
into account such appraisal or internal valuation.                              

     As a result of calculating an Appraisal Reduction with respect to a
Mortgage Loan, the P&I Advance for such Mortgage Loan for the related Servicer  
Remittance Date will be reduced, which will have the effect of reducing the     
amount of interest available for distribution to the Subordinate Certificates in
reverse alphabetical order of the Classes. See "--Advances" above. The          
"Appraisal Reduction Amount" for any Distribution Date and any Mortgage Loan for
which an Appraisal Reduction has been calculated will equal the product of (i)  
the Reduction Rate (as defined below) for such Distribution Date and (ii) the   
Appraisal Reduction with respect to such Mortgage Loan. Such Appraisal Reduction
Amount will be calculated by the Servicer, who will be required to make such    
calculation prior to the day on which the Servicer is required to make Advances.
The "Reduction Rate" will be a rate per annum equal to the average of the       
Pass-Through Rates of each Class to which Appraisal Reductions have been        
allocated pursuant to the Pooling and Servicing Agreement, weighted on the basis
of the amount of the Appraisal Reductions allocated to each such Class.         

      With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan has become a  
Corrected Mortgage Loan (as defined herein) and has remained current for twelve 
consecutive Monthly Payments and with respect to which no other Appraisal       
Reduction Event has                                                             

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occurred and is continuing), the related Special Servicer is required, within 30
days of each anniversary of such Appraisal Reduction Event, to order an         
appraisal (which may be an update of a prior appraisal) and, with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000,       
perform an internal valuation or obtain an appraisal (which may be an update of 
a prior appraisal), the cost of which shall be paid by the applicable Special   
Servicer as a Servicing Advance recoverable from the Trust Fund. Based upon such
appraisal, internal valuation or, as described in the second preceding          
paragraph, percentage calculation of the Appraisal Reduction, as the case may   
be, the related Special Servicer shall redetermine and report to the Trustee and
the applicable Servicer the amount of the Appraisal Reduction with respect to   
such Mortgage Loan, and such redetermined Appraisal Reduction shall replace the 
prior Appraisal Reduction with respect to such Mortgage Loan. Notwithstanding   
the foregoing, the related Special Servicer will not be required to obtain an   
appraisal or perform an internal valuation, as the case may be, with respect to 
a Mortgage Loan which is the subject of an Appraisal Reduction Event if such    
Special Servicer has obtained an appraisal with respect to the related Mortgaged
Property within the 12-month period immediately prior to the occurrence of such 
Appraisal Reduction Event, except where the Special Servicer has reason to      
believe there has been a material adverse change in the value of the property   
securing such Mortgage Loan. Instead, such Special Servicer may use such prior  
appraisal in calculating any Appraisal Reduction with respect to such Mortgage  
Loan.                                                                           

      With respect to each Specially Serviced Mortgage Loan as to which an
Appraisal Reduction Event has occurred and that has become a Corrected Mortgage 
Loan and has remained current for twelve consecutive Monthly Payments, and with 
respect to which no other Appraisal Reduction Event has occurred and is         
continuing, the related Special Servicer may, within 30 days after the date of  
such twelfth Monthly Payment, order an appraisal (which may be an update of a   
prior appraisal) or, with respect to any Mortgage Loan with an outstanding      
principal balance less than $2,000,000, perform an internal valuation or obtain 
an appraisal (which may be an update of a prior appraisal), the cost of which is
required to be paid by the applicable Special Servicer as a Servicing Advance   
recoverable from the Trust Fund. Based upon such appraisal or internal          
valuation, the related Special Servicer is required to redetermine and report to
the Trustee and the applicable Servicer the amount of the Appraisal Reduction   
with respect to such Mortgage Loan, and such redetermined Appraisal Reduction   
will replace the prior Appraisal Reduction with respect to such Mortgage Loan.  

ACCOUNTS                                                                        

       Lockbox Accounts. With respect to seventy-eight Mortgage Loans, which
represent in the aggregate 70.2% of the Initial Pool Balance, one or more       
accounts in the name of the related borrower (which are the Lockbox Accounts)   
have been, or upon the occurrence of certain events will be, established into   
which rents or other revenues from the related Mortgaged Properties are         
deposited by the related tenants or manager. Agreements governing the Lockbox   
Accounts provide that the borrower has no withdrawal or transfer rights with    
respect thereto and that all funds on deposit in the Lockbox Accounts are       
periodically swept into the Cash Collateral Accounts (as defined below). For all
ARD Loans for which a Lockbox Account has not already been established, such    
loans require the related lender to establish a Lockbox Account prior to its    
Anticipated Repayment Date. The Lockbox Accounts will not be assets of the Trust
Fund.                                                                           

         Cash Collateral Accounts. With respect to each Mortgage Loan that has a
Lockbox Account, one or more accounts in the name of the related Servicer (the  
"Cash Collateral Accounts") have been established into which funds in the       
related Lockbox Accounts will be swept on a regular basis. Unless certain       
trigger events occur as specified in the related Mortgage Loan, any excess over 
the amount necessary to fund the Monthly Payment, the Escrow Accounts and any   
other amounts due under the Mortgage Loans will be returned to or retained by   
the related borrower, provided that no event of default of which the related    
Servicer is aware has occurred and is continuing with respect to such Mortgage  
Loan. However, as described under "Description of the Mortgage Loans--Certain   
Terms and Conditions of the Mortgage Loans--Excess Interest," after the         
respective Anticipated Repayment Date, if applicable, all or substantially all  
amounts in the related Cash Collateral Account in excess of the amount necessary
to fund the Monthly Payment and Escrow Accounts will be applied to (i) operating
and capital expenses, (ii) the reduction of the principal balance of the related
Mortgage Loan until such principal is paid in full and (iii) Excess Interest, in
that order. The Cash Collateral Accounts will not be an asset of the Trust Fund.

 Collection Account. Each Servicer will establish and maintain a
segregated account (each, a "Collection Account" and collectively the           
"Collection Accounts") pursuant to the Pooling and Servicing Agreement, and on  

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each Due Date withdraw from each Cash Collateral Account an amount equal to the 
Monthly Payment on the related Mortgage Loan and deposit such amount into its   
Collection Account for application towards the Monthly Payment, net of related  
Servicing Fees and Primary Servicing Fees and other amounts due the applicable  
Servicer or applicable Primary Servicer and not required to be deposited into   
its Collection Account. Each Servicer will also deposit into its Collection     
Account within one Business Day of receipt all other payments in respect of the 
Mortgage Loans, other than amounts to be deposited into any Escrow Account, net 
of related Servicing Fees and Primary Servicing Fees and other amounts due the  
applicable Servicer or applicable Primary Servicer and not required to be       
deposited into the Collection Account.                                          

      Distribution Account. The Trustee will establish and maintain one or
more segregated accounts (collectively, the "Distribution Account") in the name 
of the Trustee for the benefit of the holders of Certificates. With respect to  
each Distribution Date, each Servicer will deliver to the Trustee for deposit   
into the Distribution Account, to the extent of funds on deposit in the         
Collection Account on the Servicer Remittance Date, its portion of the Available
Distribution Amount. Each Servicer will deposit all P&I Advances into the       
Distribution Account on the related Servicer Remittance Date. To the extent a   
Servicer fails to do so, the Trustee is required to deposit any required P&I    
Advances into the Distribution Account on the related Distribution Date as      
described herein and as provided in the Pooling and Servicing Agreement. See    
"Description of the Offered Certificates--Distributions."                       

         Interest Reserve Account. Each Servicer will establish on or before the
Closing Date and will maintain an Interest Reserve Account (the "Interest       
Reserve Account") in the name of such Servicer for the benefit of the holders of
the Certificates. On the Servicer Remittance Date in each February and on the   
Servicer Remittance Date in any January which occurs in a year which is not a   
leap year, each Servicer will be required to deposit, in respect of the related 
Mortgage Loans that accrue on an Actual/360 basis, into the Interest Reserve    
Account, an amount withheld from the related Monthly Payment or Advance equal to
one day's interest at the related Mortgage Rate on the Stated Principal Balance 
of such Mortgage Loan as of the Distribution Date occurring in the month        
preceding the month in which such Servicer Remittance Date occurs, to the extent
a full Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January and February (or, in the case of a leap    
year, in any February), "Withheld Amounts"). On each Servicer Remittance Date   
occurring in March, each Servicer will be required to withdraw from the Interest
Reserve Account an amount equal to the Withheld Amounts from the preceding      
January and February, if any, and deposit such amount (excluding any net        
investment income thereon) into the Distribution Account.                       

       Excess Interest Distribution Account. The Trustee also will establish
and maintain one or more segregated accounts (collectively, the "Excess Interest
Distribution Account"), each in the name of the Trustee for the benefit of the  
holders of the Certificates.                                                    

         Account Requirements. The Cash Collateral Accounts, Collection Account,
any REO Account, the Escrow Accounts, the Distribution Account, the Interest    
Reserve Account and the Excess Interest Distribution Account will be held in the
name of the Trustee (or the related Servicer on behalf of the Trustee) on behalf
of the holders of Certificates and such Servicer will be authorized to make     
withdrawals from the Cash Collateral Accounts, the Collection Account and the   
Interest Reserve Account. The accounts related to the 1211 Avenue of the        
Americas Loan will be controlled by the servicer of the 2000-1211 Securitization
and the account requirements will be governed by the related trust and servicing
agreement. Each of the Cash Collateral Account, Collection Account, any REO     
Account, the Interest Reserve Account, the Escrow Accounts and the Excess       
Interest Distribution Account will be (i) (a) an account or accounts maintained 
with a federal or state chartered depository institution or trust company the   
short term unsecured debt obligations or commercial paper of which are rated at 
least "A-1+" by S&P and "F-1+" by Fitch (if rated by Fitch) (each, as defined   
herein) in the case of accounts in which funds are held for 30 days or less (or,
in the case of accounts in which funds are held for more than 30 days, the long 
term unsecured debt obligations of which are rated at least "A" by S&P and "AA" 
by Fitch (if rated by Fitch) or (b) as to which the Trustee has received written
confirmation from each of the Rating Agencies that holding funds in such account
would not, in and of itself, cause any Rating Agency to qualify, withdraw or    
downgrade any of its then current ratings on the Certificates, (ii) a segregated
trust account or accounts maintained with a federal or state chartered          
depository institution or trust company acting in its fiduciary capacity which, 
in the case of a state chartered depository institution or trust company, is    
subject to regulations substantially similar to 12 C.F.R. Section 9.10(b),      
having in either case a combined capital surplus of at least $50,000,000 and    
subject to supervision or examination by federal and state authority, or (iii)  
any other account that, as evidenced by a written confirmation from each Rating 

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Agency that such account would not, in and of itself, cause a downgrade,        
qualification or withdrawal of the then current ratings assigned to the         
Certificates (an "Eligible Bank"). NCCB's wholly-owned subsidiary, NCB Savings  
Bank, a federally chartered thrift, will be deemed to be an Eligible Bank for   
the purpose of maintaining certain of the accounts established under the related
Mortgage Loan. Amounts on deposit in the Collection Account, Cash Collateral    
Account, any REO Account and the Interest Reserve Account may be invested in    
certain United States government securities and other high-quality investments  
specified in the Pooling and Servicing Agreement ("Permitted Investments").     
Interest or other income earned on funds in the Collection Account, any Escrow  
Accounts and Cash Collateral Accounts will be paid to the Servicer (except to   
the extent required to be paid to the related borrower) as additional servicing 
compensation and interest or other income earned on funds in any REO Account    
will be payable to the applicable Special Servicer. Interest or other income    
earned on funds in the Interest Reserve Account will be paid to the applicable  
Servicer. Amounts on deposit in the Excess Interest Distribution Account and the
Distribution Account will remain uninvested.                                    

WITHDRAWALS FROM THE COLLECTION ACCOUNTS                                        

   Each Servicer may make withdrawals from its respective Collection
Account for the following purposes, to the extent permitted and in the          
priorities provided in the Pooling and Servicing Agreement: (i) to remit to the 
Trustee for deposit in the Distribution Account the amounts required to be      
remitted or that may be applied to make P&I Advances; (ii) to pay itself unpaid 
Servicing Fees or to pay any unpaid Primary Servicing Fees, and to pay the      
applicable Special Servicer unpaid Special Servicing Fees, Liquidation Fees and 
Workout Fees (each as defined herein); (iii) to reimburse itself or the Trustee 
for unreimbursed P&I Advances; (iv) to reimburse itself, the Trustee or, with   
respect to the L'Enfant Loan or the 1211 Avenue of the Americas Loan, the holder
or servicer of the related Other Note, for unreimbursed Servicing Advances; (v) 
to reimburse itself or the Trustee, for Nonrecoverable Advances; (vi) to pay    
itself or the Trustee, any interest accrued and payable thereon for any         
unreimbursed P&I Advances, Servicing Advances or Nonrecoverable Advances; (vii) 
to reimburse itself, the applicable Special Servicer, the Depositor or the      
Trustee, as the case may be, for any unreimbursed expenses reasonably incurred  
in respect of any Breach or Defect giving rise to a repurchase obligation of    
either Mortgage Loan Seller, Finova Capital, Finova or Llama, or the enforcement
of such obligation, under the related Mortgage Loan Purchase Agreement; (viii)  
to pay itself, as additional servicing compensation, any net investment earnings
and Penalty Charges on Mortgage Loans (other than Specially Serviced Mortgage   
Loans), but only to the extent collected from the related borrower; and to pay  
the applicable Special Servicer, as additional servicing compensation, Penalty  
Charges on Specially Serviced Mortgage Loans; (ix) to recoup any amounts        
deposited in the Collection Account in error; (x) to pay itself, the applicable 
Special Servicer, the Depositor and their respective directors, officers,       
employees and agents, any amounts payable pursuant to the Pooling and Servicing 
Agreement; (xi) to pay for (a) the cost of the opinions of counsel for purposes 
of REMIC administration or amending the Pooling and Servicing Agreement to the  
extent payable out of the Trust Fund and (b) the cost of obtaining an extension 
from the Internal Revenue Service for the sale of any REO Loan; (xii) to pay out
of general collections for any and all federal, state and local taxes imposed on
any REMIC or their assets or transactions together with incidental expenses;    
(xiii) to reimburse itself and the applicable Special Servicer out of general   
collections for expenses incurred by and reimbursable to each of them by the    
Trust Fund; (xiv) to pay itself, the applicable Special Servicer, either        
Mortgage Loan Seller, , Finova Capital, Finova or Llama, with respect to each   
Mortgage Loan, if any, previously purchased pursuant to the Pooling and         
Servicing Agreement, all amounts received thereon subsequent to the date of     
purchase; (xv) to pay for costs and expenses incurred by the Trust Fund due to  
actions taken pursuant to an environmental assessment; (xvi) to the extent      
deposited therein, to pay the holder of the Crystal Pavilion/Petry Building     
Other Notes the amounts due under the related intercreditor agreement; and      
(xvii) to clear and terminate the Collection Account at termination of the      
Pooling and Servicing Agreement; provided, that in the case of clauses (iii),   
(iv), (v) and (vi), the Trustee will have priority with respect to any such     
reimbursement.                                                                  

ENFORCEMENT OF "DUE-ON-SALE" AND "DUE-ON-ENCUMBRANCE" CLAUSES                   

         The Mortgage Loans contain provisions in the nature of "due-on-sale" or
assumption clauses, which by their terms (a) provide that the Mortgage Loans    
will (or, at the lender's option, may) become due and payable upon the sale or  
other transfer of an interest in the related Mortgaged Property (including,     
except in the case of the NCCB Mortgage Loans, transfer of a direct or indirect 
controlling interest in a borrower (i.e., voting control or 49% economic        
interest in the aggregate)) or (b) provide that the Mortgage Loans may be       
assumed with, among other conditions, the consent of the related servicer in    
connection with any such sale or other transfer. Each Special                   

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Servicer will be required to enforce any such due-on-sale clause or refuse to   
consent to such assumption, unless such Special Servicer determines, in         
accordance with the Servicing Standard, that (i) not declaring an event of      
default under the related Mortgage or (ii) granting such consent would likely   
result in a greater recovery (or an equal recovery, provided the other          
conditions for an assumption or waiver of a due-on-sale clause, if any, are met)
on a present value basis (discounting at the related Mortgage Rate), than would 
enforcement of such clause or the failure to grant such consent. If such Special
Servicer determines that (i) not declaring an event of default under the related
Mortgage or (ii) granting such consent would likely result in a greater recovery
(or an equal recovery, provided the other conditions for an assumption or waiver
of a due-on-sale clause, if any, are met), such Special Servicer is authorized  
to take or enter into an assumption agreement from or with the proposed         
transferee as obligor thereon, provided that (a) the credit status of the       
prospective transferee is in compliance with such Special Servicer's regular    
commercial mortgage origination criteria or the Servicing Standard and the terms
of the related Mortgage and (b) with respect to any Mortgage Loan (i) the       
principal balance of which is $20,000,000 or more or (ii) that is a Mortgage    
Loan, part of a group of Crossed Loans or a group of Mortgage Loans identified  
under the table entitled "Related Borrower Loans" under "Risk Factors--Risks    
Related to the Mortgage Loans" that, in each case, in the aggregate, (a)        
represents 5% or more of the aggregate outstanding principal balance of all of  
the Mortgage Loans at such time or (b) is one of the ten largest Mortgage Loans 
by outstanding principal balance of all of the Mortgage Loans at such time, such
Special Servicer has received written confirmation from each of the Rating      
Agencies that such assumption would not, in and of itself, cause a downgrade,   
qualification or withdrawal of the then current ratings assigned to the         
Certificates (the conditions described in clauses (a) and (b) of this sentence  
are referred to herein as the "Assumption Conditions"). Mortgage Loans described
in clause (b) above are referred to herein as "Significant Mortgage Loans." Each
Special Servicer is required to provide notice to the Rating Agencies of the    
assumption of any Mortgage Loan or transfer of a direct or indirect controlling 
interest in the borrower under a Mortgage Loan which, in each case, is not a    
Significant Mortgage Loan. No assumption agreement may contain any terms that   
are different from any term of any Mortgage or related Mortgage Note, except    
pursuant to the provisions described under "--Realization Upon Mortgage Loans"  
and "--Modifications" below. Each Special Servicer will provide notice to the   
Rating Agencies of any waiver of any due-on-sale clause in the event that Rating
Agency confirmation is not required for such waiver.                            

       The consent of each Special Servicer and, except as described herein,
the receipt of a rating confirmation will not be required in the event that the 
holder of mezzanine debt related to a Mortgage Loan forecloses upon the equity  
in a borrower under a Mortgage Loan.                                            

The Mortgage Loans contain provisions in the nature of a      
"due-on-encumbrance" clause which by their terms (a) provide that the Mortgage  
Loans shall (or, at the lender's option, may) become due and payable upon the   
creation of any additional lien or other encumbrance on the related Mortgaged   
Property or (b) require the consent of the related lender to the creation of any
such additional lien or other encumbrance on the related Mortgaged Property.    
Each Special Servicer will be required to enforce such due-on-encumbrance clause
and in connection therewith will be required to (i) accelerate payments thereon 
or (ii) withhold its consent to such lien or encumbrance unless such Special    
Servicer (x) determines, in accordance with the Servicing Standard, that such   
enforcement would not be in the best interests of the Trust Fund and (y)        
receives prior written confirmation from each of the Rating Agencies, that (1)  
not accelerating payments on the related Mortgage Loan or (2) granting such     
consent would not, in and of itself, cause a downgrade, qualification or        
withdrawal of any of the then current ratings assigned to the Certificates. See 
"Certain Legal Aspects of the Mortgage Loans--Enforceability of Certain         
Provisions--Due-on-Sale Provisions" in the Prospectus.                          

INSPECTIONS; COLLECTION OF OPERATING INFORMATION                                

    Each Servicer (or, with respect to the Specially Serviced Mortgage
Loans, the applicable Special Servicer) will perform (at its own expense), or   
cause to be performed (at its own expense), physical inspections of each        
Mortgaged Property (other than the Mortgaged Properties relating to the L'Enfant
Loan and the 1211 Avenue of the Americas Loan) at such times and in such manner 
as are consistent with the Servicing Standard, but in any event shall inspect   
each Mortgaged Property securing a Mortgage Note (a) with a Stated Principal    
Balance of which is $2,500,000 or more or that is a Mortgage Loan that          
represents 2.0% or more of the aggregate outstanding principal balance of all of
the Mortgage Loans at such time, at least once every 12 months and (b) with a   
Stated Principal Balance that is less than $2,500,000 and that is not a Mortgage
Loan which represents 2.0% or more of the aggregate outstanding principal       
balance of all the Mortgage Loans at such time, at least once every 24 months,  
in each case                                                                    

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commencing in August 2000 (or at such lesser frequency as each Rating Agency    
shall have confirmed in writing to the applicable Servicer will not, in and of  
itself, result in a downgrade, qualification or withdrawal of the then current  
ratings assigned to any Class of Certificates); provided, however, that if the  
related Mortgage Loan (i) has a DSCR of less than 1.0x and is a Specially       
Serviced Mortgage Loan, (ii) becomes a Specially Serviced Mortgage Loan, or     
(iii) is delinquent for 60 days, the related Special Servicer is required to    
inspect the related Mortgaged Property as soon as practicable and thereafter at 
least every 12 months for so long as such condition exists. The applicable      
Special Servicer or the applicable Servicer, as the case may be, is required to 
prepare a written report of each such inspection describing the condition of the
Mortgaged Property.                                                             

Most of the Mortgages obligate the related borrower to deliver
quarterly, and substantially all Mortgages require annual, property operating   
statements. However, the NCCB Mortgage Loans only require annual audited        
financial statements. In addition, there can be no assurance that any operating 
statements required to be delivered will in fact be delivered, nor is the       
related Special Servicer or the related Servicer likely to have any practical   
means of compelling such delivery in the case of an otherwise performing        
Mortgage Loan.                                                                  

INSURANCE POLICIES                                                              

      To the extent permitted by the related Mortgage Loan and required by
the Servicing Standard, each Servicer (or, with respect to the Specially        
Serviced Mortgage Loans, the related Special Servicer) will use its reasonable  
best efforts to cause each borrower to maintain, and if the borrower does not so
maintain, is required to itself maintain (through a program that it maintains,  
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as        
determined by such Servicer or such Special Servicer, as applicable, in         
accordance with the Servicing Standard), any insurance policy coverage          
determined to be applicable by such Servicer or, with respect to any Specially  
Serviced Mortgage Loan, by such Special Servicer, in accordance with the        
Servicing Standard. The coverage of each such policy will be in an amount that  
is not less than the lesser of the full replacement cost of the improvements    
securing such Mortgage Loan or the outstanding principal balance owing on such  
Mortgage Loan but in any case, such amount so as to avoid the application of any
co-insurance clause and with no deduction for physical depreciation.            
Additionally, under the terms of the related Mortgage Loan documents, each      
borrower is required to maintain business interruption insurance which covers a 
period of not less than 12 months. During all such times as the Mortgaged       
Property is located in an area identified as a federally designated special     
flood hazard area (if such flood insurance has been made available), the        
applicable Servicer or the applicable Special Servicer, as the case may be, will
use its reasonable best efforts to cause each borrower to maintain (to the      
extent required by the related Mortgage Loan), and if the borrower does not so  
maintain, is required to itself maintain (through a program that it maintains,  
or in the case of the Special Servicer, through a program maintained by the Pool
I Servicer) to the extent available at commercially reasonable rates (as        
determined by the applicable Servicer or the applicable Special Servicer, as the
case may be, in accordance with the Servicing Standard), a Federal flood        
insurance policy in an amount equal to at least the lesser of (i) the           
outstanding principal balance of the related Mortgage Loan, (ii) the maximum    
amount of insurance which is available under the Flood Disaster Protection Act  
of 1973, as amended and (iii) any amount required by the related Mortgage Loan. 
Each Special Servicer will be required to maintain (or cause to be maintained)  
fire and hazard insurance on each REO Property in an amount that is not less    
than the lesser of the full replacement cost of the improvements on such        
Mortgaged Property or the outstanding principal balance owing on such Mortgage  
Loan. In addition, during all such times as the REO Property is located in an   
area identified as a federally designated special flood hazard area, the        
applicable Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by such Special Servicer in     
accordance with the Servicing Standard), a flood insurance policy meeting the   
requirements of the current guidelines of the Federal Insurance Administration  
in an amount representing coverage not less than the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. 
The Pooling and Servicing Agreement provides that the related Servicer and the  
related Special Servicer may satisfy their respective obligations to cause      
related borrower to maintain a hazard insurance policy by maintaining a blanket 
policy insuring against hazard losses on the Mortgage Loans. Any losses incurred
with respect to Mortgage Loans due to uninsured risks (including earthquakes,   
mudflows and floods) or insufficient hazard insurance proceeds may adversely    
affect payments to Certificateholders. Any cost incurred by the related Servicer
in maintaining any such insurance policy if the borrower defaults on its        
obligation to do so is required to be advanced by such Servicer as a Servicing  
Advance and will be charged to the related borrower.                            

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EVIDENCE AS TO COMPLIANCE                                                       

     The Pooling and Servicing Agreement requires each Servicer and each
Special Servicer to cause a firm of nationally recognized independent public    
accountants, which is a member of the American Institute of Certified Public    
Accountants, to furnish to the Trustee, the Depositor and the Rating Agencies on
or before April 15 of each year, beginning April 15, 2001, a statement to the   
effect that such firm has examined the servicing operations of the reporting    
person for the previous calendar year (or a portion thereof) and that on the    
basis of their examination, conducted substantially in compliance with the      
Uniform Single Attestation Program ("USAP") for Mortgage Bankers or the Audit   
Program for Mortgages serviced for FHLMC (the "Audit Program"), such firm       
confirms that each Servicer or each Special Servicer, as the case may be,       
complied with the minimum servicing standards identified in USAP or the Audit   
Program, in all material respects, except for such significant exceptions or    
errors in records that, in the opinion of each such firm, the USAP or the Audit 
Program require such firm to report, in which case such exceptions and errors   
shall be so reported.                                                           

     The Pooling and Servicing Agreement also requires each Servicer and
each Special Servicer to deliver to the Trustee, the Depositor and the Rating   
Agencies on or before April 15 of each year, beginning April 15, 2001, an       
officer's certificate of each Servicer stating that, among other things, to the 
best of such officer's knowledge, such Servicer has fulfilled its obligations   
under the Pooling and Servicing Agreement in all material respects throughout   
the preceding year (or such shorter period) or, if there has been a material    
default, specifying each material default known to such officer, the nature and 
status of such default and the action proposed to be taken with respect thereto.

CERTAIN MATTERS REGARDING THE DEPOSITOR, THE TRUSTEE, THE SERVICERS AND THE     
SPECIAL SERVICERS                                                               

The Pooling and Servicing Agreement permits the Depositor, the
Servicers and the Special Servicers to resign from their respective obligations 
thereunder only upon (a) with respect to each Servicer or each Special Servicer,
the appointment of, and the acceptance of such appointment by, a successor      
thereto and receipt by the Trustee of written confirmation from each applicable 
Rating Agency that such resignation and appointment will, in and of itself, not 
result in a downgrade, withdrawal or qualification of the then applicable rating
assigned by such Rating Agency to any Class of Certificates or (b) a            
determination that such obligations are no longer permissible under applicable  
law. No such resignation will become effective until the Trustee or other       
successor has assumed the obligations and duties of the resigning Servicer or   
Special Servicer, as the case may be, under the Pooling and Servicing Agreement.

   The Pooling and Servicing Agreement will provide that none of the
Servicers, the Special Servicers, the Trustee, the Depositor or any affiliate,  
director, officer, employee or agent of any of them will be under any liability 
to the Trust Fund, the other parties thereto or the Certificateholders for any  
action taken, or not taken, in good faith pursuant to the Pooling and Servicing 
Agreement or for errors in judgment; provided, however, that none of the        
Servicers, the Special Servicers, the Trustee, the Depositor or any such person 
will be protected against any liability that would otherwise be imposed by      
reason of willful misfeasance, bad faith or negligence in the performance of    
obligations or duties thereunder or by reason of negligent disregard of such    
obligations and duties. The Pooling and Servicing Agreement will also provide   
that the Servicers, the Special Servicers, the Trustee, the Depositor and any   
affiliate, director, officer, employee or agent of any of them will be entitled 
to indemnification by the Trust Fund against any loss, liability or expense     
incurred in connection with any legal action that relates to the Pooling and    
Servicing Agreement, the Mortgage Loans or the Certificates; provided, however, 
that such indemnification will not extend to any loss, liability or expense     
incurred by reason of willful misfeasance, bad faith or negligence in the       
performance of obligations or duties under the Pooling and Servicing Agreement, 
by reason of negligent disregard of such obligations or duties, or in the case  
of the Depositor and any of its directors, officers, employees and agents, any  
violation by any of them of any state or federal securities law. Additionally,  
the Pooling and Servicing Agreement will provide that neither the Servicers nor 
the Special Servicers nor any director, officer, employee or agent of either    
will be under any liability for, nor be responsible for, any action or decision 
by the servicer, special servicer or trustee of the CSFB 1998-C2 Securitization 
in servicing the L'Enfant Loan, or by the servicer, special servicer or trustee 
of the 2000-1211 Securitization in servicing the 1211 Avenue of the Americas    
Loan and each Servicer and each Special Servicer and, any such director,        
officer, employee or agent will be indemnified and held harmless for any loss,  
liability or expense incurred in connection therewith.                          

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         In addition, the Pooling and Servicing Agreement will provide that none
of the Servicers, the Special Servicers, the Trustee, or the Depositor will be  
under any obligation to appear in, prosecute or defend any legal or             
administrative action that is not incidental to its respective responsibilities 
under the Pooling and Servicing Agreement and that in its opinion may involve it
in any expense or liability. However, each of the Servicers, the Special        
Servicers, the Trustee, and the Depositor will be permitted, in the exercise of 
its discretion, to undertake any such action, proceeding, hearing or examination
as it may deem necessary or desirable with respect to the enforcement and/or    
protection of the rights and duties of the parties to the Pooling and Servicing 
Agreement and the interests of the Certificateholders thereunder. In such event,
the legal expenses and costs of such action, and any liability resulting        
therefrom, will be expenses, costs and liabilities of the Trust Fund, and the   
applicable Servicer, the applicable Special Servicer, the Trustee or the        
Depositor, as the case may be, will be entitled to reimbursement from amounts   
attributable to the Mortgage Loans on deposit in the Collection Account.        

         Pursuant to the Pooling and Servicing Agreement, each Servicer and each
Special Servicer will be required to maintain a fidelity bond and errors and    
omissions policy or their equivalent that provides coverage against losses that 
may be sustained as a result of an officer's or employee's misappropriation of  
funds or errors and omissions, subject to certain limitations as to amount of   
coverage, deductible amounts, conditions, exclusions and exceptions permitted by
the Pooling and Servicing Agreement. Notwithstanding the foregoing, each        
Servicer or each Special Servicer will be allowed to self-insure with respect to
a fidelity bond and errors and omissions policy so long as certain conditions   
set forth in the Pooling and Servicing Agreement are met.                       

       Any person with or into which the Servicers, the Special Servicers or
the Depositor may be merged or consolidated, or any person resulting from any   
merger or consolidation to which the Servicers, the Special Servicers or the    
Depositor is a party, or any person succeeding to the business of the Servicers,
the Special Servicers or the Depositor, will be the successor of the Servicers, 
the Special Servicers or the Depositor, as the case may be, under the Pooling   
and Servicing Agreement; provided, however, that such merger, consolidation or  
succession will not, or has not, in and of itself, resulted in a withdrawal,    
downgrade or qualification of the then current ratings of the Certificates that 
have been so rated, as confirmed in writing by each Rating Agency. The Servicers
and the Special Servicers may have other normal business relationships with the 
Depositor or the Depositor's affiliates.                                        

EVENTS OF DEFAULT                                                               

    "Events of Default" under the Pooling and Servicing Agreement with
respect to each Servicer or each Special Servicer, as the case may be, will     
include, without limitation, (i) (a) any failure by such Servicer to make any   
remittance required to be made by such Servicer (including any P&I Advances) by 
5:00 p.m. on such Servicer Remittance Date, which is not cured by 10:00 a.m. on 
the Distribution Date and (b) any failure by such Servicer to make any required 
Servicing Advance within the time specified in the Pooling and Servicing        
Agreement; (ii) any failure by such Special Servicer to deposit into the REO    
Account, or to remit to the applicable Servicer for deposit in the Collection   
Account, any such remittance required to be made by such Special Servicer on the
day such remittance is required to be made under the Pooling and Servicing      
Agreement; (iii) any failure by such Servicer or `such Special Servicer duly to 
observe or perform in any material respect any of its other covenants or        
obligations under the Pooling and Servicing Agreement, which failure continues  
unremedied for thirty days (or fifteen days for payment of premiums on any      
insurance policies or 60 days so long as such Servicer is in good faith         
diligently pursuing such obligation) after written notice thereof has been given
to such Servicer or such Special Servicer, as the case may be, by any other     
party to the Pooling and Servicing Agreement, or to such Servicer or such       
Special Servicer, the Depositor and the Trustee, by Certificateholders of any   
Class, evidencing, as to such Class, Percentage Interests aggregating not less  
than 25%; (iv) any breach by such Servicer or such Special Servicer of a        
representation or warranty contained in the Pooling and Servicing Agreement     
which materially and adversely affects the interests of the Certificates and    
continues unremedied for thirty days after the date on which notice of such     
breach shall have been given; (v) certain events of insolvency, readjustment of 
debt, marshaling of assets and liabilities or similar proceedings in respect of 
or relating to such Servicer or such Special Servicer, and certain actions by or
on behalf of such Servicer or such Special Servicer indicating its insolvency or
inability to pay its obligations and such decree or order shall have remained in
force for 60 days; (vi) the Trustee shall have received and forwarded to the    
Pool II Servicer or Pool II Special Servicer, as applicable, written notice from
Fitch that the continuation of such Pool II Servicer or such Pool II Special    
Servicer in such capacity would result, or has resulted, in and of itself, in a 
downgrade, qualification or withdrawal of any rating then assigned by such      
Rating Agency to any Class of Certificates if such Pool II Servicer or such Pool
II Special Servicer is not replaced, and the Trustee                            

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shall not have received subsequent notice from the related Rating Agency (within
30 days) indicating that no such downgrade, qualification or withdrawal will    
result (or that, if it has resulted, it will be rescinded); (vii) Fitch confirms
in writing that the Servicer or Special Servicer is no longer rated "CMS3" and  
"CSS3," respectively, or better as such ratings pertain to both Servicer and    
Special Servicer; (viii) S&P confirms in writing that the Pool I Servicer or    
Pool I Special Servicer is no longer considered "approved" by S&P; provided that
with respect to clauses (vii) and (viii), there will be a 60 day cure period.   

RIGHTS UPON EVENT OF DEFAULT                                                    

       If an Event of Default occurs with respect to a Servicer or a Special
Servicer under the Pooling and Servicing Agreement, then, in each and every such
case, so long as the Event of Default remains unremedied, the Trustee, will be  
authorized, and at the written direction of Certificateholders entitled to not  
less than 51% of the Voting Rights and with respect to an Event of Default      
pursuant to clause (vi) above, the Trustee will be required, to terminate all of
the rights (except for any rights related to unpaid servicing compensation or   
unreimbursed Advances and interest thereon or, in the case of termination of    
such Servicer, its rights to the Assignable Primary Servicing Fee (each as      
defined herein)) and obligations of the defaulting party as Servicer or Special 
Servicer, as applicable, under the Pooling and Servicing Agreement, whereupon   
the Trustee will succeed to all of the responsibilities, duties and liabilities 
of the defaulting party as Servicer, with respect to the related Mortgage Loans,
or related Special Servicer, as applicable, under the Pooling and Servicing     
Agreement and will be entitled to the same compensation arrangements as the     
terminated party (except that the Trustee will not be entitled to receive the   
Assignable Primary Servicing Fee). If the Trustee is unwilling or unable so to  
act or is not approved by each Rating Agency, it may (or, at the written request
of Certificateholders entitled to not less than 51% of the Voting Rights, it    
will be required to), appoint, or petition a court of competent jurisdiction to 
appoint as successor to such Servicer or such Special Servicer, as the case may 
be, any established mortgage loan servicing institution or other entity as to   
which the Trustee has received written notice from each Rating Agency that such 
appointment would not, in and of itself, result in the downgrade, qualification 
or withdrawal of the then current ratings assigned to any Class of Certificates 
by such Rating Agency.                                                          

No Certificateholder will have any right under the Pooling and
Servicing Agreement to institute any suit, action or proceeding with respect to 
the Certificates or the Pooling and Servicing Agreement unless such holder      
previously has given to the Trustee written notice of default and the           
continuance thereof and unless the holders of Certificates of any Class         
evidencing not less than 25% of the aggregate Percentage Interests constituting 
such Class have made written request upon the Trustee to institute such         
proceeding on behalf of the Trustee and have offered to the Trustee reasonable  
indemnity, and the Trustee for 60 days after receipt of such request and        
indemnity has neglected or refused to institute any such proceeding. However,   
the Trustee, will be under no obligation to exercise any of the trusts or powers
vested in it by the Pooling and Servicing Agreement or to institute, conduct or 
defend any litigation thereunder or in relation thereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders have 
offered to the Trustee reasonable security or indemnity against the costs,      
expenses and liabilities which may be incurred therein or thereby.              

AMENDMENT                                                                       

   The Pooling and Servicing Agreement may be amended by the parties
thereto without the consent of any of the holders of Certificates to (i) cure   
any ambiguity, (ii) correct any mistake therein or to supplement any provision  
therein which may be inconsistent with any other provision therein or with this 
Prospectus Supplement or the Prospectus or to correct any error, (iii) change   
the timing and/or nature of deposits in the Collection Account, the Distribution
Account or the REO Account, provided that (a) the Servicer Remittance Date shall
not be later than the related Distribution Date, (b) such change would not      
adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting   
the amendment) and (c) such change would not result in the downgrading,         
qualification or withdrawal of the then current ratings assigned to any Class of
Certificates by any Rating Agency, as evidenced by a letter from each Rating    
Agency, (iv) modify, eliminate or add to any of its provisions (a) to such      
extent as shall be necessary to maintain the qualification of the Lower-Tier    
REMIC or the Upper-Tier REMIC (each as defined herein) as a REMIC or to avoid or
minimize the risk of imposition of any tax on the Trust Fund, provided that the 
Trustee has received an opinion of counsel (at the expense of the party         
requesting the amendment) to the effect that (1) such action is necessary or    
desirable to maintain such qualification or to avoid or minimize such risk and  
(2) such action will not adversely affect in any                                

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material respect the interests of any holder of the Certificates or (b) to      
restrict the transfer of the Residual Certificates, provided that the Depositor 
has determined that the then current ratings of any Class of the Certificates   
will not be downgraded, qualified or withdrawn, as evidenced by a letter from   
each Rating Agency, and that any such amendment will not give rise to a federal 
tax with respect to the transfer of the Residual Certificates to a non-permitted
transferee (see "Certain Federal Income Tax Consequences" in the Prospectus),   
(v) make any other provisions with respect to matters or questions arising under
the Pooling and Servicing Agreement, provided that such action will not, as     
evidenced by an opinion of counsel, adversely affect in any material respect the
interests of any Certificateholder or (vi) amend or supplement any provision of 
the Pooling and Servicing Agreement to the extent necessary to maintain the then
current ratings assigned to each Class of Certificates by each Rating Agency as 
confirmed in writing.                                                           

        The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each Class affected  
thereby evidencing, in each case, not less than 662/3% of the aggregate         
Percentage Interests constituting such Class for the purpose of adding any      
provisions to or changing in any manner or eliminating any of the provisions of 
the Pooling and Servicing Agreement or of modifying in any manner the rights of 
the holders of the Certificates, except that no such amendment may (i) reduce in
any manner the amount of, or delay the timing of, payments received on the      
Mortgage Loans which are required to be distributed on a Certificate of any     
Class without the consent of the holder of such Certificate, (ii) reduce the    
aforesaid percentage of Certificates of any Class the holders of which are      
required to consent to any such amendment without the consent of the holders of 
all Certificates of such Class then outstanding, (iii) adversely affect the     
Voting Rights of any Class of Certificates without the consent of the holders of
all Certificates of such Class then outstanding, change the Servicing Standard  
without the consent of the holders of all Certificates then outstanding or (iv) 
amend the section of the Pooling and Servicing Agreement that relates to the    
provisions described in this paragraph.                                         

    Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment to the Pooling and Servicing Agreement without having  
first received an opinion of counsel (at the Trust Fund's expense) to the effect
that such amendment or the exercise of any power granted to the Servicers, the  
Special Servicers, the Depositor, the Trustee or any other specified person in  
accordance with such amendment will not result in the imposition of a tax on    
either REMIC constituted by the Trust Fund or cause the Lower-Tier REMIC or the 
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

VOTING RIGHTS                                                                   

       For any date of determination, the voting rights for the Certificates
(the "Voting Rights") will be allocated among the respective Classes of         
Certificateholders as follows: (i) 2% in the case of the Class A-X Certificates,
and (ii) in the case of any other Class of Certificates (other than the Class   
V-1, Class V-2 and Residual Certificates), a percentage equal to the product of 
98% and a fraction, the numerator of which is the aggregate Certificate Balance 
of such Class, in each case, determined as of the Distribution Date immediately 
preceding such date of determination, and the denominator of which is equal to  
the aggregate Certificate Balance of all Classes of Certificates, each          
determined as of the Distribution Date immediately preceding such date of       
determination. None of the Class V-1, Class V-2 or Residual Certificates will be
entitled to any Voting Rights. For purposes of determining Voting Rights, the   
Certificate Balance of any Class shall be deemed reduced by allocation of       
Collateral Support Deficit to such Class, but not by any Appraisal Reductions   
allocated to such Class. Voting Rights allocated to a Class of                  
Certificateholders shall be allocated among such Certificateholders in          
proportion to the Percentage Interests evidenced by their respective            
Certificates. Solely for the purposes of the taking of any action under the     
Pooling and Servicing Agreement with respect to an event of default of a        
Servicer, a Special Servicer or the Trustee, the taking of any vote pursuant to 
the Pooling and Servicing Agreement with respect to the rights, obligations or  
liabilities of a Servicer, Trustee or a Special Servicer, or the giving of any  
consent or waiver with respect to the rights, obligations or liabilities of a   
Servicer, Trustee or a Special Servicer pursuant to the Pooling and Servicing   
Agreement, any Certificate beneficially owned by a Servicer, Trustee or a       
Special Servicer, as the case may be, or any affiliate thereof, will be deemed  
not to be outstanding and the Voting Rights to which it is entitled will not be 
taken into account in determining whether the requisite percentage of Voting    
Rights necessary to take any such action or vote or effect any such consent or  
waiver has been obtained; provided, however, that the foregoing will not apply  
if a Servicer, Trustee or a Special Servicer, as the case may be, and/or their  
affiliates, owns the entire Class of each Class affected by such action, vote,  
consent or waiver.                                                              

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REALIZATION UPON MORTGAGE LOANS                                                 

    Pursuant to the Pooling and Servicing Agreement, if a default on a
Mortgage Loan has occurred or, in the applicable Special Servicer's judgment, a 
payment default is imminent, such Special Servicer, on behalf of the Trust Fund,
may at any time institute foreclosure proceedings, exercise any power of sale   
contained in the related Mortgage or otherwise acquire title to the related     
Mortgaged Property. Such Special Servicer shall not, however, acquire title to  
any Mortgaged Property or take any other action with respect to any Mortgaged   
Property that would cause the Trustee, for the benefit of the                   
Certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of or to be an "owner" or an "operator" of
such Mortgaged Property within the meaning of certain federal environmental     
laws, unless such Special Servicer has previously received a report prepared by 
a person who regularly conducts environmental audits (which report will be a    
Servicing Advance) and either:                                                  

   (a) such report indicates that (a) the Mortgaged Property is in
     compliance with applicable environmental laws and regulations and (b) there
  are no circumstances or conditions present at the Mortgaged Property for
which investigation, testing, monitoring, containment, clean-up or    
   remediation could be required under any applicable environmental laws and
regulations; or                                                       

        (b) such Special Servicer, based solely (as to environmental matters
    and related costs) on the information set forth in such report, determines
   that taking such actions as are necessary to bring the Mortgaged Property
   into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably 
  likely to increase the net proceeds of the liquidation of such Mortgaged
Property, than not taking such actions.                               

       The Pooling and Servicing Agreement grants to each Special Servicer a
right (or to the related Servicer, to the extent that the Special Servicer does 
not exercise its right) to purchase from the Trust Fund, at the Purchase Price, 
any Mortgage Loan for which it is the Special Servicer (other than the L'Enfant 
Loan and the 1211 Avenue of the Americas Loan) as to which a specified number of
scheduled payments are delinquent. In addition, each Special Servicer may offer 
to sell its defaulted Mortgage Loan (other than the L'Enfant Loan and the 1211  
Avenue of the Americas Loan) if and when such Special Servicer determines,      
consistent with the Servicing Standard, that such a sale would produce a greater
recovery, on a present value basis, than would liquidation of the related       
Mortgaged Property. In the absence of any such sale, such Special Servicer will 
generally be required to proceed against the related Mortgaged Property, subject
to the discussion above.                                                        

     Tax Considerations. If title to any REO Property is acquired by the
Trust Fund, the related Special Servicer, on behalf of the Trust Fund, will be  
required to sell the Mortgaged Property prior to the close of the third calendar
year beginning after the year of acquisition, unless (i) the Internal Revenue   
Service (the "IRS") grants an extension of time to sell such property or (ii)   
the Trustee receives an opinion of independent counsel to the effect that the   
holding of the property by the Trust Fund for such longer period will not result
in the imposition of taxes on "prohibited transactions" on either REMIC         
constituted by the Trust Fund or cause the Lower-Tier REMIC or the Upper-Tier   
REMIC to fail to qualify as a REMIC for federal or applicable state tax purposes
at any time that any Certificate is outstanding. Each Special Servicer will also
be required to ensure that any REO Property acquired by the Trust Fund by such  
Special Servicer is administered so that it constitutes "foreclosure property"  
within the meaning of Code Section 860G(a)(8) at all times, that the sale of    
such property does not result in the receipt by the Trust Fund of any "income   
from nonpermitted assets" as described in Code Section 860F(a)(2)(B). If the    
Trust Fund acquires title to any Mortgaged Property, the related Special        
Servicer, on behalf of the Trust Fund, will retain an independent contractor to 
manage and operate such property. The retention of an independent contractor,   
however, will not relieve such Special Servicer of its obligation to manage such
Mortgaged Property as required under the Pooling and Servicing Agreement.       

       Generally, neither the Lower-Tier REMIC nor the Upper-Tier REMIC will
be taxed on income received with respect to a Mortgaged Property acquired by the
Trust Fund to the extent that it constitutes "rents from real property," within 
the meaning of Code Section 856(c)(3)(a) and Treasury regulations thereunder.   
"Rents from real property" include fixed rents and rents based on the receipts  
or sales of a tenant but do not include the portion of any rental based on the  
net income or profit of any tenant or sub-tenant. No determination has been made
whether rent on any of the Mortgaged Properties meets this requirement. "Rents  
from real property" include charges for services customarily furnished or       
rendered in connection with the rental of real property, whether or not the     
charges are                                                                     

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separately stated. Services furnished to the tenants of a particular building   
will be considered as customary if, in the geographic market in which the       
building is located, tenants in buildings which are of similar Class are        
customarily provided with the service. No determination has been made whether   
the services furnished to the tenants of the Mortgaged Properties are           
"customary" within the meaning of applicable regulations. It is therefore       
possible that a portion of the rental income with respect to a Mortgaged        
Property owned by the Trust Fund, presumably allocated based on the value of any
non-qualifying services, would not constitute "rents from real property." Any of
the foregoing types of income may instead constitute "net income from           
foreclosure property," which would be taxable to the Lower-Tier REMIC at the    
highest marginal federal corporate rate (currently 35%) and may also be subject 
to state or local taxes. Because these sources of income, if they exist, are    
already in place with respect to the Mortgaged Properties, it is generally      
viewed as beneficial to Certificateholders to permit the Trust Fund to continue 
to earn them if it acquires a Mortgaged Property, even at the cost of this tax. 
Any such taxes would be chargeable against the related income for purposes of   
determining the proceeds available for distribution to holders of Certificates. 
See "Certain Federal Income Tax Consequences" in this Prospectus Supplement.    
With respect to an REO Property relating to the L'Enfant Whole Loan or the 1211 
Avenue of the Americas Loan, compliance with the foregoing two paragraphs       
depends on the actions of the special servicer of the L'Enfant Whole Loan or the
1211 Avenue of the Americas Whole Loan, which is also required to comply with   
the foregoing two paragraphs.                                                   

         Liquidation Proceeds. To the extent that Liquidation Proceeds collected
with respect to any Mortgage Loan are less than the sum of (i) the outstanding  
principal balance of such Mortgage Loan, (ii) interest accrued thereon, (iii)   
interest accrued on any P&I Advances made with respect to such Mortgage Loan and
(iv) the aggregate amount of outstanding reimbursable expenses (including any   
unreimbursed Servicing Advances and unpaid and accrued interest on such         
Advances) incurred with respect to such Mortgage Loan, then the Trust Fund will 
realize a loss in the amount of such shortfall. The Trustee, the Servicers, with
respect to their related Mortgage Loans, and/or the related Special Servicer    
will be entitled to reimbursement out of the Liquidation Proceeds recovered on a
Mortgage Loan, prior to the distribution of such Liquidation Proceeds to        
Certificateholders, of any and all amounts that represent unpaid servicing      
compensation in respect of such Mortgage Loan, certain unreimbursed expenses    
incurred with respect to such Mortgage Loan and any unreimbursed Advances made  
with respect to such Mortgage Loan. In addition, amounts otherwise distributable
on the Certificates will be further reduced by interest payable to the Servicer 
or Trustee on any such Advances.                                                

     If any Mortgaged Property suffers damage such that the proceeds, if
any, of the related hazard insurance policies or flood insurance are            
insufficient to restore fully the damaged property, the applicable Servicer will
not be required to expend its own funds to effect such restoration unless (i)   
the related Special Servicer determines that such restoration will increase the 
proceeds to Certificateholders on liquidation of the Mortgage Loan after        
reimbursement of such Special Servicer or such Servicer, as the case may be, for
its expenses and (ii) such Servicer determines that such expenses will be       
recoverable by it from related Liquidation Proceeds.                            

       Specially Serviced Loans. With respect to any Mortgage Loan (i) as to
which a payment default has occurred at its maturity date, (ii) as to which any 
Monthly Payment (other than a Balloon Payment) is more than 60 or more days     
delinquent, (iii) as to which the borrower has (a) filed for, or consented to,  
bankruptcy, appointment of a receiver or conservator or a similar insolvency    
proceeding, (b) become the subject of a decree or order for such a proceeding   
which is not stayed or discharged within 60 days, or (c) has admitted in writing
its inability to pay its debts generally as they become due, (iv) as to which   
the related Servicer shall have received notice of the foreclosure or proposed  
foreclosure of any other lien on the Mortgaged Property, (v) as to which, in the
judgment of the related Servicer, a payment default has occurred or is imminent 
and is not likely to be cured by the borrower within 60 days or (vi) any other  
default has occurred which has materially and adversely affected the value of   
the related Mortgage Loan, and prior to acceleration of amounts due under the   
related Mortgage Note or commencement of any foreclosure or similar proceedings,
the related Servicer will transfer its servicing responsibilities to the related
Special Servicer, but will continue to receive payments on such Mortgage Loan   
(including amounts collected by the related Special Servicer), to make certain  
calculations with respect to such Mortgage Loan and to make remittances and     
prepare certain reports to the Trustee with respect to such Mortgage Loan. If   
the related Mortgaged Property is acquired in respect of any such Mortgage Loan 
(upon acquisition, an "REO Property") whether through foreclosure, deed-in-lieu 
of foreclosure or otherwise, the related Special Servicer will continue to be   
responsible for the operation and management thereof. The Mortgage Loans        
serviced by the related Special Servicer and any Mortgage Loans that have become
REO Properties are referred to herein as the "Specially Serviced Mortgage       
Loans." The Servicers                                                           

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will have no responsibility for the performance by the Special Servicers of     
their duties under the Pooling and Servicing Agreement.                         

 If any Specially Serviced Mortgage Loan, in accordance with its
original terms or as modified in accordance with the Pooling and Servicing      
Agreement, becomes a performing Mortgage Loan for three consecutive Monthly     
Payments (provided, that no additional event of default is foreseeable in the   
reasonable judgment of the Special Servicer), the related Special Servicer will 
return the full servicing of such Mortgage Loan (a "Corrected Mortgage Loan") to
the related Servicer.                                                           

        Each Special Servicer will prepare a report (an "Asset Status Report")
for each of its related Mortgage Loans which becomes a Specially Serviced       
Mortgage Loan not later than 30 days after the servicing of such Mortgage Loan  
is transferred to such Special Servicer. Each Asset Status Report will be       
delivered to the related Servicer, the Directing Certificateholder (as defined  
below) and the Rating Agencies. The Directing Certificateholder may object to   
any Asset Status Report within 10 Business Days of receipt; provided, however,  
that the related Special Servicer is required to implement the recommended      
action as outlined in such Asset Status Report if it makes an affirmative       
determination that such objection is not in the best interest of all the        
Certificateholders. In connection with making such affirmative determination,   
the related Special Servicer will request a vote by all the Certificateholders. 
If the Directing Certificateholder does not disapprove an Asset Status Report   
within 10 Business Days, the related Special Servicer is required to implement  
the recommended action as outlined in such Asset Status Report.                 

       If the majority of Certificateholders fail within five days after the
notice of such vote is sent to them to reject such Asset Status Report, the     
related Special Servicer is required to implement the same. If the majority of  
Certificateholders reject the Asset Status Report, the Special Servicer is      
required to revise such Asset Status Report as set forth below.                 

         If the Directing Certificateholder disapproves such Asset Status Report
and the related Special Servicer has not made the affirmative determination     
described above, such Special Servicer will revise such Asset Status Report     
within ten Business Days thereafter, but in no event later than 30 days after   
such disapproval. The related Special Servicer will revise such Asset Status    
Report until the earlier of (a) the Directing Certificateholder's failure to    
disapprove such revised Asset Status Report as described above; or (b) until    
such Special Servicer makes a determination that such objection is not in the   
best interests of the Certificateholders; or (c) 60 days from the date of       
preparation of the first Asset Status Report at which time such Special Servicer
will implement the recommended action.                                          

        A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by 
the Certificate Registrar to the Trustee from time to time by such holder (or   
Certificate Owner).                                                             

     The "Controlling Class" will be as of any time of determination the
most subordinate Class of Certificates then outstanding that has a Certificate  
Balance at least equal to 25% of the initial Certificate Balance of such Class  
(or, if no such Class exists, the most subordinate Class then outstanding);     
provided that for this purpose the Class M and Class N Certificates will be     
considered to be one Class.                                                     

      The Controlling Class as of the Closing Date will be the Class M and
Class N Certificates.                                                           

The "Directing Certificateholder" is the Controlling Class    
Certificateholder selected by the holders of more than 50% of the Percentage    
Interests in the Controlling Class, by Certificate Balance, as certified by the 
Certificate Registrar from time to time; provided, however, that until a        
Directing Certificateholder is so selected or after receipt of a notice from the
holders of more than 50% of the Percentage Interests in the Controlling Class   
that a Directing Certificateholder is no longer designated, the Controlling     
Class Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class will be the Directing Certificateholder.       

         Neither Special Servicer may be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that   
would cause it to violate applicable law, the Pooling and Servicing Agreement,  
including the Servicing Standard, or the REMIC provisions.                      

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MODIFICATIONS                                                                   

       The Pooling and Servicing Agreement will permit each Special Servicer
(and, in certain circumstances, the applicable Servicer) to modify, waive or    
amend any term of the related Mortgage Loan if (a) it determines, in accordance 
with the Servicing Standard, that it is appropriate to do so and (b) except as  
described in the following paragraph, such modification, waiver or amendment,   
will not (i) affect the amount or timing of any scheduled payments of principal,
interest or other amount (including Prepayment Premiums and Yield Maintenance   
Charges) payable under the Mortgage Loan, (ii) affect the obligation of the     
related borrower to pay a Prepayment Premium or Yield Maintenance Charge or     
permit a principal prepayment during the applicable Lockout Period, (iii) except
as expressly provided by the related Mortgage or in connection with a material  
adverse environmental condition at the related Mortgaged Property, result in a  
release of the lien of the related Mortgage on any material portion of such     
Mortgaged Property without a corresponding principal prepayment or (iv) in the  
judgment of such Special Servicer or the applicable Servicer, materially impair 
the security for the Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; provided, that unless the Mortgage Loan is in default or   
default is reasonably foreseeable, the Special Servicer (or, if applicable, the 
Servicer) has determined (and may rely upon an Opinion of Counsel in making such
determination) that the modification, waiver or amendment will not be a         
"significant modification" of the Mortgage Loan within the meaning of Treasury  
regulations Section 1-860B-2(b). The modification of the L'Enfant Mortgage Loan 
and the 1211 Avenue of the Americas Loan will be governed by the provisions of  
the related servicing agreements.                                               

    Notwithstanding clause (b) of the preceding paragraph, the related
Special Servicer may (i) reduce the amounts owing under any Specially Serviced  
Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment    
Premium or Yield Maintenance Charge, (ii) reduce the amount of the Monthly      
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right     
granted under any Mortgage Note or Mortgage relating to a Specially Serviced    
Mortgage Loan, (iv) waive Excess Interest if such waiver conforms to the        
Servicing Standard and/or (v) accept a principal prepayment during any Lockout  
Period; provided that (w) the related borrower is in default with respect to the
Specially Serviced Mortgage Loan or, in the judgment of such Special Servicer,  
such default is reasonably foreseeable, in the sole, good faith judgment of such
Special Servicer, such modification, waiver or amendment would increase the     
recovery to Certificateholders on a net present value basis documented to the   
Trustee. In no event will the related Special Servicer be permitted to (i)      
extend the maturity date of a Mortgage Loan beyond a date that is three years   
prior to the Rated Final Distribution Date, (ii) extend the maturity date of any
Mortgage Loan at an interest rate less than the lower of (a) the interest rate  
in effect prior to such extension or (b) the then prevailing interest rate for  
comparable loans, as determined by such Special Servicer by reference to        
available indices for commercial mortgage lending, (iii) if the Mortgage Loan is
secured by a ground lease, extend the maturity date of such Mortgage Loan beyond
a date which is 10 years prior to the expiration of the term of such ground     
lease; (iv) reduce the Mortgage Rate to a rate below the lesser of (x) 7.72% per
annum and (y) the then prevailing interest rate for comparable loans, as        
determined by such Special Servicer by reference to available indices for       
commercial mortgage lending; or (v) defer interest due on any Mortgage Loan in  
excess of 5% of the Stated Principal Balance of such Mortgage Loan. With respect
to clause (iii), Special Servicer is required to give due consideration to the  
term of the ground lease before extending the Maturity Date beyond a date which 
is 20 years prior to the expiration of the term of such ground lease. Neither   
the Servicers nor the Special Servicers may permit or modify a loan to permit a 
voluntary prepayment of a Mortgage Loan (other than a Specially Serviced        
Mortgage Loan) on any day other than its Due Date, unless, among other things,  
the applicable Servicer or applicable Special Servicer also collects interest   
thereon through the Due Date following the date of such prepayment or unless    
otherwise permitted under the Mortgage Loan Documents. Prepayments of Specially 
Serviced Mortgage Loans will be permitted to be made on any day without the     
payment of interest through the following Due Date.                             

   With respect to any Mortgage Loan the modification of which would
create a deferral of interest, the Pooling and Servicing Agreement will provide 
that the amount of Certificate Deferred Interest resulting from such negative   
amortization or any such modification will be allocated to reduce the Monthly   
Interest Distribution Amount of the Class or Classes (other than the Class A-X  
Certificates) with the latest alphabetical designation then outstanding and, to 
the extent so allocated, shall be added to the Certificate Balance of such Class
or Classes (other than for the purposes of determining Voting Rights or the     
identity of the Controlling Class).                                             

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   Each Special Servicer will notify the applicable Servicer and the
Trustee of any modification, waiver or amendment of any term of its related     
Mortgage Loan and must deliver to the Trustee (with a copy to the applicable    
Servicer) for deposit in the related mortgage file an original counterpart of   
the agreement related to such modification, waiver or amendment, promptly       
following the execution thereof (and in any event within 10 Business Days). Each
Special Servicer will notify the Rating Agencies of any modification, waiver or 
amendment of any term of its related Mortgage Loan (i) the principal balance of 
which is $20,000,000 or more or (ii) that is a Mortgage Loan, part of a group of
Crossed Loans or a group of loans made to affiliated borrowers that, in each    
case, in the aggregate represent 5% or more of the aggregate outstanding        
principal balances of all of the Mortgage Loans. Copies of each agreement       
whereby any such modification, waiver or amendment of any term of any Mortgage  
Loan is effected are to be available for review during normal business hours,   
upon prior request, at the offices of the applicable Special Servicer.          

OPTIONAL TERMINATION                                                            

     The obligations created by the Pooling and Servicing Agreement will
terminate following the earlier of (i) the final payment (or advance in respect 
thereof) or other liquidation of the last Mortgage Loan or REO Property subject 
thereto or (ii) the purchase of all of the assets of the Trust Fund by the CSFB 
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan   
Seller, either Special Servicer, the holders of the Controlling Class or either 
Servicer. Written notice of termination of the Pooling and Servicing Agreement  
will be given to each Certificateholder, and the final distribution will be made
only upon surrender and cancellation of the Certificates at the office of the   
Certificate Registrar or other location specified in such notice of termination.

   Subject to the requirement set forth in the last sentence of this
paragraph, the CSFB Mortgage Loan Seller will have the option to purchase all of
the assets of the Trust Fund. If the CSFB Mortgage Loan Seller does not exercise
such option within 60 days after it becomes exercisable by the CSFB Mortgage    
Loan Seller, the NCCB Mortgage Loan Seller may notify the CSFB Mortgage Loan    
Seller, the MSDWMC Mortgage Loan Seller, each Special Servicer and the Trustee  
of its intention to exercise such option, and if the CSFB Mortgage Loan Seller  
does not exercise such option within ten Business Days thereafter, the NCCB     
Mortgage Loan Seller will be entitled to exercise such option. If the NCCB      
Mortgage Loan Seller does not exercise its option to purchase all of the assets 
of the Trust Fund within 60 days after such option becomes exercisable by the   
NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller may notify the CSFB  
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, each Special Servicer and  
the Trustee of its intention to exercise such option, and if the NCCB Mortgage  
Loan Seller does not exercise such option within ten Business Days thereafter,  
the MSDWMC Mortgage Loan Seller will be entitled to exercise such option. If the
MSDWMC Mortgage Loan Seller does not exercise its option to purchase all of the 
assets of the Trust Fund within 60 days after such option becomes exercisable,  
the holder of a majority of the Percentage Interests in the Controlling Class   
may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the  
NCCB Mortgage Loan Seller and the Trustee of its intention to exercise such     
option, and if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan  
Seller or the NCCB Mortgage Loan Seller exercises such option within ten        
Business Days, the holder of a majority of the Percentage Interests in the      
Controlling Class will be entitled to exercise such option. If the holder of a  
majority of the Percentage Interests in the Controlling Class do not exercise   
their option to purchase all of the assets of the Trust Fund within 60 days     
after such option becomes exercisable, either Special Servicer may notify the   
CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage   
Loan Seller, the holder of a majority of the Percentage Interests in the        
Controlling Class and the Trustee of its intention to exercise such option, and 
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, NCCB 
Mortgage Loan Seller or the holder of a majority of the Percentage Interests in 
the Controlling Class exercise such option within ten Business Days, either     
Special Servicer will be entitled to exercise such option. If the Special       
Servicer does not exercise its option to purchase all of the assets of the Trust
Fund within 60 days after such option becomes exercisable, the applicable       
Servicer may notify the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan     
Seller, the NCCB Mortgage Loan Seller, the holder of the Controlling Class, each
Special Servicer and the Trustee of its intention to exercise such option, and  
if none of the CSFB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the  
NCCB Mortgage Loan Seller, the holders of the Controlling Class nor the Special 
Servicers exercise such option within ten business days, either Servicer will be
entitled to exercise such option. Any such purchase of all the Mortgage Loans   
and other assets in the Trust Fund is required to be made at a price equal to   
the sum of (i) the aggregate Purchase Price of all the Mortgage Loans (in each  
case exclusive of REO Loans) included in the Trust Fund and (ii) the aggregate  
fair market value of all REO Properties, if any, included in the Trust Fund     
(which fair market value for                                                    

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any REO Property may be less than the Purchase Price for the corresponding REO  
Loan), as determined by an appraiser selected and mutually agreed upon by such  
Servicer and the Trustee. Such purchase will effect early retirement of the then
outstanding Offered Certificates, but the right of the CSFB Mortgage Loan       
Seller, the NCCB Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the     
Special Servicers, the holder of the Controlling Class or the applicable        
Servicer to effect such termination is subject to the requirement that the then 
aggregate Stated Principal Balance of the Mortgage Loans and any REO Mortgage   
Loans be less than 1.00% of the Initial Pool Balance.                           

       On the final Distribution Date, the aggregate amount paid by the CSFB
Mortgage Loan Seller, the MSDWMC Mortgage Loan Seller, the NCCB Mortgage Loan   
Seller, the applicable Special Servicer, the holder of the Controlling Class or 
the applicable Servicer, as the case may be, for the Mortgage Loans and other   
assets in the Trust Fund (if the Trust Fund is to be terminated as a result of  
the purchase described in the preceding paragraph), together with all other     
amounts on deposit in the Collection Account and not otherwise payable to a     
person other than the Certificateholders (see "Description of the               
Certificates--Accounts" in the Prospectus), will be applied generally as        
described above under "Description of the Offered                               
Certificates--Distributions--Priority of Distributions."                        

THE TRUSTEE                                                                     

  Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, National Association), a national banking association, will serve as 
Trustee under the Pooling and Servicing Agreement pursuant to which the         
Certificates are being issued (in such capacity, the "Trustee"). The corporate  
trust office of the Trustee responsible for administration of the Trust is      
located at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention: 
Corporate Trust Services, Credit Suisse First Boston Mortgage Securities Corp., 
Commercial Mortgage Pass-Through Certificates, Series 2000-C1. For Certificate  
transfer and payment purposes, the office of the Trustee is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust        
Services, Credit Suisse First Boston Mortgage Securities Corp., Commercial      
Mortgage Pass-Through Certificates, Series 2000-C1. As of December 31, 1999, the
Trustee had assets in excess of $100,000,000.                                   

        As compensation for its services, the Trustee will receive the Trustee
Fee (as defined below).                                                         

  The information concerning the Trustee set forth herein has been
provided by the Trustee, and none of the CSFB Mortgage Loan Seller, the MSDWMC  
Mortgage Loan Seller, the NCCB Mortgage Loan Seller, the Servicers, the Special 
Servicers, the Depositor or the Underwriters makes any representation or        
warranty as to the accuracy hereof.                                             

TRUSTEE FEE AND PAYMENT OF EXPENSES                                             

        As compensation for the performance of its duties, the Trustee will be
paid a fee (the "Trustee Fee"). The Trustee Fee will be payable monthly on a    
loan-by-loan basis and will accrue at a rate (the "Trustee Fee Rate") equal to  
0.0031% per annum, and will be computed on the basis of a 360-day year          
consisting of twelve 30-day months on the Stated Principal Balance of the       
related Mortgage Loan. In addition, the Trustee will be entitled to recover from
the Trust Fund all reasonable unanticipated expenses and disbursements incurred 
or made by such party in accordance with any of the provisions of the Pooling   
and Servicing Agreement, but not including expenses incurred in the ordinary    
course of performing their duties under the Pooling and Servicing Agreement, and
not including any such expense, disbursement or advance as may arise from their 
willful misconduct, negligence or bad faith.                                    

DUTIES OF THE TRUSTEE                                                           

       If the related Servicer fails to make a required Advance, the Trustee
is required to make such Advance, provided that the Trustee shall not be        
obligated to make any Nonrecoverable Advance. The Trustee will be entitled to   
rely conclusively on any determination by the related Servicer or the related   
Special Servicer that an Advance, if made, would not be recoverable. The Trustee
will be entitled to reimbursement for each Advance, with interest, made by it in
the same manner and to the same extent as such Servicer or such Special         
Servicer.                                                                       

         If no Event of Default has occurred, and after the curing of all Events
of Default which may have occurred, the Trustee is required to perform only     
those duties specifically required under the Pooling and Servicing              

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Agreement. Upon receipt of the various certificates, reports or other           
instruments required to be furnished to it, the Trustee is required to examine  
such documents and to determine whether they conform on their face to the       
requirements of the Pooling and Servicing Agreement.                            

THE SERVICERS                                                                   

       CapMark Services, L.P., in its capacity as servicer under the Pooling
and Servicing Agreement (in such capacity, the "Pool I Servicer"), will be      
responsible for servicing the Mortgage Loans (other than NCCB Mortgage Loans,   
Specially Serviced Mortgage Loans and REO Properties). National Consumer        
Cooperative Bank, in its capacity as servicer under the Pooling and Servicing   
Agreement (in such capacity, the "Pool II Servicer" and together with the Pool I
Servicer, each, a "Servicer"), will be responsible for servicing the NCCB       
Mortgage Loans. Although each Servicer is authorized to employ agents, including
sub-servicers, to directly service the Mortgage Loans for which it is           
responsible, each Servicer will remain liable for its related servicing         
obligations under the Pooling and Servicing Agreement. With respect to the      
Multiple Note Loans, the holder of the related Other Note, or a servicer on its 
behalf, will service the Whole Loan. See "Certain Characteristics of the        
Mortgage Loans--Multiple Note Loans" and "--Servicing of the Mortgage Loans;    
Collection of Payments" in this Prospectus Supplement.                          

  Pool I Servicer's principal servicing offices are located at 245
Peachtree Center Avenue N.E., Atlanta, Georgia 30303.                           

         As of March 31, 2000, CapMark and its affiliates serviced approximately
7,637 commercial and multi-family loans, totaling approximately $47.9 billion in
aggregate outstanding principal amount. Within this servicing portfolio are     
loans that have been securitized in a total of 67 transactions with an aggregate
principal balance of approximately $28.9 billion. The portfolio is significantly
diversified both geographically and by product type.                            

        As of June 1, 2000, CapMark held a primary servicer rating of "Strong"
from S&P, "CPS2" from Fitch and "Approved" from Moody's Investors Service, Inc. 
("Moody's"). CapMark currently holds a master servicing rating of "Above        
Average" from S&P and "CMS2" from Fitch.                                        

         The Pool II Servicer, which does business under the trade name National
Cooperative Bank, was chartered by an act of Congress in 1978 for the purpose of
providing loans and other financial services to cooperatively owned and         
organized corporations throughout the United States. By Congressional amendments
in 1981, the Pool II Servicer was converted to a private institution owned by   
its member cooperative borrowers. The principal executive office of the Pool II 
Servicer is located at 1401 Eye Street, N.W. Washington, D.C. 20005. The Pool II
Servicer also maintains regional offices in New York City, Oakland and Chicago. 

       The Pool II Servicer and its subsidiaries and affiliates, NCB Capital
Corp., NCB Business Credit Corporation, NCB Financial Corporation, NCB          
Investment Advisors, Inc., NCB Insurance Brokers Inc. and NCB Savings Bank,     
provide a wide range of financial services to cooperatives, including commercial
loans, real estate loans and servicing, origination of real estate loans for    
sale in the secondary market, vehicle and equipment leasing, financial advisory 
services relating to private debt placements and other financial products.      

         The Pool II Servicer has regional offices located across the country in
New York City, Oakland, California, Anchorage, Alaska and Chicago, Illinois. As 
of March 31, 2000, the Pool II Servicer and its affiliates were managing a      
portfolio with an original asset count of over 1,718 assets in most states with 
an original face value of over $2.0 billion, most of which are residential      
cooperative real estate assets. Included in this managed portfolio are $1.4     
billion of residential cooperative real estate assets representing 16           
securitization transactions, for which the Pool II Servicer is servicer or      
special servicer.                                                               

         As of June 1, 2000, NCCB held a Cooperative Primary Servicing rating of
"CPS2", a Cooperative Master Servicer rating of "CMS3" and as of December 31,   
1999, December 31, 1998 and December 31, 1997, respectively, NCCB reported on a 
consolidated basis, total assets of $1,056,509,896, $933,415,210 and            
$869,303,815 and total capital of $147,282,802, $140,295,909 and $131,833,473.  
For the years ended December 31, 1999, December 31, 1998 and December 31, 1997, 
respectively, the Pool II Servicer reported, on a consolidated basis, net income
of $14,714,107, $12,627,625 and $12,462,355. The Pool II Servicer files annual  
and quarterly financial reports with the Commission.                            

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     The information concerning Pool I Servicer and Pool II Servicer set
forth herein has been provided by the related Servicer, and none of the Mortgage
Loan Sellers, the Special Servicers, the Depositor, the Trustee or the          
Underwriters makes any representation or warranty as to the accuracy thereof.   

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

   The fee of the Pool I Servicer (the "Pool Servicing Fee") will be
payable monthly on a loan-by-loan basis from interest received, will accrue at a
rate (the "Pool Servicing Fee Rate") of 0.05% per annum, and will be computed on
the basis of a 360-day year consisting of twelve 30-day months on the Stated    
Principal Balance of the Mortgage Loans other than the NCCB Mortgage Loans      
(including any related REO Loans and Specially Serviced Mortgage Loans). The fee
of the Pool II Servicer (the "NCCB Servicing Fee") will be payable monthly on a 
loan-by-loan basis from interest received, will accrue at a rate (the "NCCB     
Servicing Fee Rate") of 0.06% per annum, and will be computed on the same basis 
as the related Mortgage Loan on the Stated Principal Balance of the NCCB        
Mortgage Loans (including any related REO Loans and Specially Serviced Mortgage 
Loans). The Pool I Servicer will be entitled to retain out of amounts to be     
remitted to the Trust Fund a fee (a "Primary Servicing Fee") that accrues on the
Stated Principal Balance of the Mortgage Loans for which it is the Primary      
Servicer at a rate of 0.07% per annum. The Primary Servicing Fee for the Pool I 
Mortgage Loans for which the Pool I Servicer is not the Primary Servicer is     
indicated on the Mortgage Notes schedule in this Prospectus Supplement. The Pool
II Servicer will be entitled to retain out of amounts to be remitted to the     
Trust Fund a Primary Servicing Fee that accrues on the NCCB Mortgage Loans at a 
rate of 0.08% per annum. The Pool I Servicer and the Pool II Servicer will each 
be permitted to assign the Primary Servicing Fee which it is entitled to receive
(each, an "Assignable Primary Servicing Fee") to any third party. The Assignable
Primary Servicing Fee will be payable to CapMark Services, L.P. or NCCB, as     
applicable, or its assignee, regardless of whether CapMark Services, L.P. or    
NCCB, as applicable, continues to be a servicer under the Pooling and Servicing 
Agreement or a primary servicer of any Mortgage Loan. The Primary Servicing Fee 
with respect to each Mortgage Loan will be calculated in the same manner as     
interest on such Mortgage Loan.                                                 

     The Pool II Servicer will be permitted to assign any portion of the
NCCB Servicing Fee. Each Servicer will be required to pay the fees and expenses 
of any other sub-servicer retained by such Servicer out of the Servicing Fee.   
Except to the extent set forth in the related Primary Servicing Agreement, in no
event will a Servicer or any Primary Servicer be entitled to retain a servicing 
fee from the amount of any P&I Advance. In addition to the Servicing Fee, each  
Servicer will be entitled to retain, as additional servicing compensation, (i)  
50% of all assumption fees paid by the borrowers on related Mortgage Loans that 
are not Specially Serviced Mortgage Loans (but only to the extent that all      
amounts then due and payable with respect to such Mortgage Loan, other than     
interest on outstanding Advances, have been paid) and (ii) late payment charges 
and default interest (collectively, "Penalty Charges") paid by the borrowers and
collected by such Servicer, but only to the extent such amounts are not needed  
to pay outstanding interest on all Advances accrued with respect to such        
Mortgage Loan. The remainder of the assumption fees is required to be delivered 
to the related Special Servicer as additional servicing compensation. Each      
Servicer also is authorized but not required to invest or direct the investment 
of funds held in the Collection Account in Permitted Investments, and such      
Servicer will be entitled to retain any interest or other income earned on such 
funds (but only to the extent such interest or other income is not required,    
together with the Servicing Fee, to cover Prepayment Interest Shortfalls) and   
will bear any losses resulting from the investment of such funds. Each Servicer 
also is entitled to invest or direct the investments held in the Cash Collateral
Accounts, Lockbox Accounts and the Escrow Accounts and to retain any interest to
the extent such interest is not required to be paid to the related borrowers.   
Additionally, each Servicer is entitled to all commercially reasonable fees     
received on or with respect to Mortgage Loan modifications for which such       
Servicer is responsible, but only to the extent actually collected from the     
related borrower and subject to certain other limitations. Finally, each        
Servicer is entitled to retain any miscellaneous fees collected from borrowers. 
Each Servicer is also entitled to receive all Prepayment Interest Excesses as   
additional servicing compensation unless such Prepayment Interest Excess results
from each Servicer accepting a voluntary prepayment with respect to a Mortgage  
Loan and waiving a right under such Mortgage Loan to collect interest thereon   
through the Due Date following the date of prepayment.                          

   The principal compensation to be paid to the Special Servicers in
respect of their special servicing activities will be the Special Servicing Fee,
the Workout Fee and the Liquidation Fee. The "Special Servicing Fee" will accrue
with respect to each Specially Serviced Mortgage Loan at a rate equal to 0.25%  
per annum (the "Special Servicing Fee Rate") on the basis of the same principal 
amount and for the same period respecting which any related                     

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interest payment due or deemed due on such Specially Serviced Mortgage Loan is  
computed, and will be payable monthly from the Trust Fund. A "Workout Fee" will 
in general be payable with respect to each Corrected Mortgage Loan. As to each  
Corrected Mortgage Loan, the Workout Fee will be payable out of, and will be    
calculated by application of a "Workout Fee Rate" of (i) 1.0% for any Mortgage  
Loan with a Stated Principal Balance of less than $10,000,000, (ii) 0.75% for   
any Mortgage Loan with a Stated Principal Balance equal to or greater than      
$10,000,000 but less than $20,000,000 and (iii) 0.5% for any Mortgage Loan with 
a Stated Principal Balance equal to or greater than $20,000,000, to each        
collection of interest and principal (including scheduled payments, prepayments,
Balloon Payments and payments at maturity) received on such Mortgage Loan for so
long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to   
any Corrected Mortgage Loan will cease to be payable if such loan again becomes 
a Specially Serviced Mortgage Loan; provided that a new Workout Fee will become 
payable if and when such Mortgage Loan again becomes a Corrected Mortgage Loan. 
If a Special Servicer is terminated (other than for cause or by resignation), it
will retain the right to receive any and all Workout Fees payable with respect  
to Mortgage Loans that became Corrected Mortgage Loans during the period that it
acted as a Special Servicer and were still such at the time of such termination 
(and the successor Special Servicer shall not be entitled to any portion of such
Workout Fee), in each case until the Workout Fee for any such loan ceases to be 
payable in accordance with the preceding sentence. A "Liquidation Fee" will be  
payable with respect to each Specially Serviced Mortgage Loan as to which such  
Special Servicer obtains a full or discounted payoff with respect thereto from  
the related borrower and, except as otherwise described below, with respect to  
any Specially Serviced Mortgage Loan or REO Property as to which such Special   
Servicer receives any amounts (net of expenses) in connection with a taking of a
Mortgaged Property by exercise of a power of eminent domain or condemnation or  
the liquidation of a defaulted Mortgage Loan, by foreclosure or otherwise       
("Liquidation Proceeds"). As to each such Specially Serviced Mortgage Loan, the 
Liquidation Fee will be payable from, and will be calculated by application of a
"Liquidation Fee Rate" of (i) 1.0% for any Mortgage Loan with a Stated Principal
Balance of less than $10,000,000, (ii) 0.75% for any Mortgage Loan with a Stated
Principal Balance equal to or greater than $10,000,000 but less than $20,000,000
and (iii) 0.5% for any Mortgage Loan with a Stated Principal Balance equal to or
greater than $20,000,000, to the net liquidation proceeds received with respect 
to such Specially Serviced Mortgage Loan. Notwithstanding anything to the       
contrary described above, no Liquidation Fee will be payable based on, or out   
of, Liquidation Proceeds received in connection with the repurchase of any      
Mortgage Loan by the related Mortgage Loan Seller, Finova Capital, Finova or    
Llama, as applicable, for a breach of representation or warranty or for         
defective or deficient Mortgage Loan documentation, the purchase of any         
Specially Serviced Mortgage Loan by the applicable Servicer or the applicable   
Special Servicer, the purchase by the holders of the Class V-1 or Class V-2     
Certificates of any ARD Loan or the purchase of all of the Mortgage Loans and   
REO Properties in connection with an optional termination of the Trust Fund. If,
however, Liquidation Proceeds are received with respect to any Corrected        
Mortgage Loan and the related Special Servicer is properly entitled to a Workout
Fee, such Workout Fee will be payable based on and out of the portion of such   
Liquidation Proceeds that constitutes principal and/or interest. Each Special   
Servicer will be entitled to additional servicing compensation in the form of   
(i) all assumption fees on all Specially Serviced Mortgage Loans, (ii) 50% of   
all assumption fees on any Specially Serviced Mortgage Loans other than         
Specially Serviced Mortgage Loans and (iii) all commercially reasonable         
extension fees and modification fees received on or with respect to any Mortgage
Loans to the extent already collected. Each Special Servicer will also be       
entitled to Penalty Charges collected by such Special Servicer on any Specially 
Serviced Mortgage Loans net of any outstanding interest on Advances accrued     
thereon.                                                                        

       Although the Servicers and the Special Servicers are each required to
service and administer the related Mortgage Loans in accordance with the        
Servicing Standard above and, accordingly, without regard to their right to     
receive compensation under the Pooling and Servicing Agreement, additional      
servicing compensation in the nature of assumption and modification fees may    
under certain circumstances provide the applicable Servicer or the applicable   
Special Servicer, as the case may be, with an economic disincentive to comply   
with such standard.                                                             

      As and to the extent described herein under "Advances," the Servicer
will be entitled to receive interest on their related Advances at the           
Reimbursement Rate, such interest to be paid contemporaneously with the         
reimbursement of the related Advance.                                           

   Each of the Servicers and the Special Servicers generally will be
required to pay all expenses incurred by it in connection with its servicing    
activities under the Pooling and Servicing Agreement and will not be entitled to
reimbursement therefor except as expressly provided in the Pooling and Servicing
Agreement. In connection therewith, each Servicer will be responsible for all   
fees of any sub-servicers.                                                      

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      Any Prepayment Interest Shortfall for any Mortgage Loan in excess of
the sum of (i) the Servicing Fee attributable to such Mortgage Loan (other than 
a Specially Serviced Mortgage Loan) being prepaid and (ii) the investment income
accruing on the related Principal Prepayment due to the Servicer for the period 
from the date of such prepayment to the following Servicer Remittance Date (or, 
in the case of a Specially Serviced Mortgage Loan, for the period from the date 
of such prepayment to the immediately following Due Date) (such excess amount,  
an "Uncovered Prepayment Interest Shortfall") will be allocated to each Class of
Regular Certificates, pro rata, based on the Monthly Interest Distribution      
Amounts thereof (calculated without regard to any Uncovered Prepayment Interest 
Shortfall Amounts). Any Prepayment Interest Excess on a Mortgage Loan (other    
than a Mortgage Loan the terms of which expressly permit collections of interest
through the following Due Date in connection with any voluntary principal       
prepayment) will be paid to the related Servicer.                               

      "Prepayment Interest Excess" means, with respect to any Distribution
Date, for each Mortgage Loan that was subject to a principal prepayment in full 
or in part, or as to which insurance or condemnation proceeds were received by  
the related Servicer or the related Special Servicer for application to such    
Mortgage Loan, in each case after the Due Date in the month of such Distribution
Date and on or prior to the related Determination Date, the amount of interest  
accrued at the Mortgage Rate for such Mortgage Loan on the amount of such       
principal prepayment, insurance proceeds or condemnation proceeds after the     
Mortgage Interest Accrual Period relating to such Due Date and accruing in the  
manner set forth in the loan documents relating to such Mortgage Loan, to the   
extent such interest is collected by the related Servicer or the related Special
Servicer.                                                                       

THE SPECIAL SERVICERS                                                           

      Lennar Partners, Inc., a Florida corporation and a subsidiary of LNR
Property Corporation ("LNR"), will serve as the special servicer and in such    
capacity will be responsible for servicing the Specially Serviced Mortgage      
Loans, other than the National Consumer Cooperative Bank, the L'Enfant Loan and 
the 1211 Avenue of the Americas Loan (in such capacity, the "Pool I Special     
Servicer"). National Consumer Cooperative Bank, will serve as the special       
servicer and in such capacity will be responsible for servicing the NCCB        
Mortgage Loans that become Specially Serviced Mortgage Loans (in such capacity, 
the "Pool II Special Servicer" and together with the Pool I Special Servicer,   
each, a "Special Servicer").                                                    

    The principal executive offices of the Pool I Special Servicer are
located at 760 N.W. 107th Avenue, Miami, Florida 33172, and its telephone number
is (305) 485-2000.                                                              

     The principal executive offices of the Pool II Special Servicer are
located at 1401 Eye Street, N.W., Washington, D.C. 20005, and its telephone     
number is 202-336-7700.                                                         

      LNR, its subsidiaries and affiliates are involved in the real estate
investment and management business and engage principally in (i) acquiring,     
developing, managing and repositioning commercial and multi-family residential  
real estate properties, (ii) acquiring (often in partnership with financial     
institutions or real estate funds) and managing portfolios of mortgage loans and
other real estate related assets, (iii) investing in unrated and non-investment 
grade commercial mortgage backed securities as to which the Pool I Special      
Servicer has the right to be special servicer, and (iv) making high yielding    
real estate related loans and equity investments. The Pool I Special Servicer   
has regional offices located across the country in Florida, Georgia, Oregon and 
California. As of April 1, 2000, the Pool I Special Servicer and its affiliates 
were managing a portfolio which included an original count of over 9,000 assets 
in most states with an original face value of over $50 billion, most of which   
are commercial real estate assets. Included in this managed portfolio are $44   
billion of commercial real estate assets representing 59 securitization         
transactions, for which the Pool I Special Servicer is servicer or special      
servicer. The Pool I Special Servicer and its affiliates own and are in the     
business of acquiring assets similar in type to the assets of the Trust Fund.   
Accordingly, the assets of the Pool I Special Servicer and its affiliates may,  
depending upon the particular circumstances, including the nature and location  
of such assets, compete with the Mortgaged Properties for tenants, purchasers,  
financing and so forth.                                                         

      The Pool II Special Servicer has regional offices located across the
country in New York City, Oakland, California, Anchorage, Alaska and Chicago,   
Illinois. As of March 31, 2000, the Pool II Special Servicer and its affiliates 
were managing a portfolio with an original asset count of over 1,718 assets in  
most states with an original face value of over $2 billion, most of which are   
residential cooperative real estate assets. Included in this managed portfolio  
are $1.4 billion of residential cooperative real estate assets representing 16  
securitization transactions, for                                                

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which NCCB is the servicer or special servicer. As of June 1, 2000, NCCB held a 
Cooperative Special Servicer Rating of "CSS2" from Fitch.                       

         Each Special Servicer and its affiliates own and are in the business of
acquiring assets similar in type to the assets of the Trust Fund. Accordingly,  
the assets of each Special Servicer and its affiliates may, depending upon the  
particular circumstances, including the nature and location of such assets,     
compete with the Mortgaged Properties for tenants, purchasers, financing and so 
forth.                                                                          

       The information set forth herein concerning each Special Servicer has
been provided by such Special Servicer, and none of Mortgage Loan Seller, the   
Trustee, the Depositor, the Servicers or the Underwriters makes any             
representation or warranty as to the accuracy or completeness of such           
information.                                                                    

    The holders of greater than 50% of the percentage interests of the
controlling class will be entitled to remove the Special Servicer of the        
Mortgage Loans other than those sold to the depositor by National Consumer      
Cooperative Bank and appoint a successor special servicer subject to written    
confirmation from each rating agency that such removal and appointment, in and  
of itself, would not cause a downgrade, qualification or withdrawal of the then 
current ratings assigned to any Class of Certificates. Notwithstanding the      
foregoing, at any time when Lennar Partners, Inc. is the Directing              
Certificateholder, Lennar Partners, Inc. may remove National Consumer           
Cooperative Bank as Special Servicer with or without cause. Neither the Trustee 
nor any certificateholder will have the right to replace the special servicer of
the 1211 Avenue of the Americas loan or the L'Enfant loan.                      

       Servicing of Loans with Other Servicers. With respect to the L'Enfant
Loan, if the L'Enfant Loan becomes a Specially Serviced Mortgage Loan, Lennar   
Partners, Inc., in its capacity as the special servicer for the CSFB 1998-C2    
Securitization will service the L'Enfant Loan in accordance with the CSFB       
1998-C2 Securitization pooling and servicing agreement for so long as it is     
being specially serviced. See "Certain Characteristics of the Mortgage          
Loans--Significant Mortgage Loans--The L'Enfant Loan" in this Prospectus        
Supplement.                                                                     

EACH SERVICER AND EACH SPECIAL SERVICER PERMITTED TO BUY CERTIFICATES           

       Each Servicer and each Special Servicer will be permitted to purchase
any Class of Certificates. Such a purchase by such Servicer or such Special     
Servicer could cause a conflict relating to such Servicer's or such Special     
Servicer's duties pursuant to the Pooling and Servicing Agreement and such      
Servicer's or such Special Servicer's interest as a holder of Certificates,     
especially to the extent that certain actions or events have a disproportionate 
effect on one or more Classes of Certificates. Pursuant to the Pooling and      
Servicing Agreement, each Servicer or each Special Servicer are required to     
administer the related Mortgage Loans in accordance with the servicing standard 
set forth therein without regard to ownership of any Certificate by such        
Servicer or such Special Servicer or any affiliate thereof.                     

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION                            

  Trustee Reports. Based solely on information provided in monthly
reports prepared by the related Servicer and the related Special Servicer       
regarding the related Mortgage Loans (each of which may also publish such       
reports on the Internet), and delivered to the Trustee, the Trustee will make   
available and, upon request, forward on each Distribution Date to each          
Certificateholder, the Depositor, the Servicers, the Special Servicers, the     
Underwriters, each Rating Agency, Bloomberg, L.P., the Trepp Group, Charter     
Research Corporation and Intex Solutions, Inc. and, if requested in writing, any
potential investors in the Certificates, all of which will be made available    
electronically to any interested party via the Trustee's website and, with      
respect to the Statement to Certificateholders only, its fax service:           

        (a) A statement (a "Statement to Certificateholders") setting forth,
     among other things: (i) the aggregate amount of distributions, if any, made
on such Distribution Date to the holders of each Class of Certificates
 applied to reduce the respective Certificate Balances thereof; (ii) the
   aggregate amount of distributions, if any, made on such Distribution Date
to holders of each Class of Certificates allocable to (a) such Class's
  Optimal Interest Distribution Amount and, separately stated, the portion
   thereof representing the Unpaid Interest Shortfall Amount for such Class,
    (b) Prepayment Premiums and Yield Maintenance Charges; (iii) the number of
  outstanding Mortgage Loans and the aggregate unpaid principal balance of
  the Mortgage Loans at the close of business on the related Determination
Date; (iv) the number                                                 

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 and aggregate unpaid principal balance of Mortgage Loans (a) delinquent
   30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more (d)
   that are Specially Serviced Mortgage Loans and are not delinquent, or (e)
   as to which foreclosure proceedings have been commenced; (v) with respect
   to any Mortgage Loan as to which the related Mortgaged Property became an
     REO Property during the preceding calendar month, the city, state, property
     type, latest DSCR, Stated Principal Balance and unpaid principal balance of
 such Mortgage Loan as of the date such Mortgaged Property became an REO
    Property; (vi) as to any Mortgage Loan repurchased by either Mortgage Loan
     Seller, Finova Capital, Finova or Llama or otherwise liquidated or disposed
     of during the related Due Period, the loan number thereof and the amount of
    proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or
   other amounts, if any, received thereon during the related Due Period and
    the portion thereof included in the Available Distribution Amount for such
   Distribution Date; (vii) with respect to any REO Property included in the
  Trust Fund as of the close of business on the related Due Date, the loan
   number of the related Mortgage Loan, the value of such REO Property based
on the most recent appraisal or valuation and the amount of any other 
income collected with respect to any REO Property received on such REO
    Property during the related Due Period and the portion thereof included in
   the Available Distribution Amount for such Distribution Date; (viii) with
respect to any REO Property sold or otherwise disposed of during the  
  related Due Period and for which a final recovery determination has been
  made, (a) the loan number of the related Mortgage Loan and the amount of
  the sale proceeds and other amounts, if any, received in respect of such
     REO Property during the related Due Period and the portion thereof included
     in the Available Distribution Amount for such Distribution Date and (b) the
date of the related determination by the Special Servicer that it has 
recovered all payments which it expects to be finally recoverable (the
    "Final Recovery Determination"); (ix) the aggregate Certificate Balance or
 Notional Balance of each Class of Regular Certificates before and after
giving effect to the distributions made on such Distribution Date,    
   separately identifying any reduction in the aggregate Certificate Balance
or Notional Balance, as applicable, of each such Class due to any     
     Collateral Support Deficit; (x) the amount of principal prepayments (in the
   aggregate and broken out on a loan-by-loan basis) made during the related
   Due Period, the amount of any Yield Maintenance Charges and/or Prepayment
 Premiums (in the aggregate and broken out on a loan-by-loan basis) paid
  during the related Due Period and the aggregate amount of any Prepayment
Interest Shortfalls not covered by the applicable Servicer for such   
Distribution Date; (xi) the Pass-Through Rate for each Class of       
 Certificates applicable for such Distribution Date; (xii) the aggregate
  amount of the Servicing Fee, Primary Servicing Fee and Special Servicing
Fee retained by or paid to the applicable Servicer and the applicable 
Special Servicer during the related Due Period; (xiii) the Collateral 
  Support Deficit, if any, for such Distribution Date; (xiv) certain Trust
  Fund expenses incurred during the related Due Period as described in the
    Pooling and Servicing Agreement; (xv) the amount of Servicing Advances and
    P&I Advances (net of reimbursed Advances) outstanding which have been made
  by the applicable Servicer or the Trustee during the related Due Period;
  and (xvi) the amount of any Appraisal Reduction Amounts allocated during
the related Due Period on a loan-by-loan basis and the total Appraisal
    Reduction Amounts as of such Distribution Date on a loan-by-loan basis. In
     the case of information furnished pursuant to subclauses (i), (ii) and (ix)
   above, the amounts shall be expressed as a dollar amount in the aggregate
  for all Certificates of each applicable Class and per $1,000 of original
Certificate Balance or Notional Balance, as the case may be.          

          (b) A report containing information regarding the Mortgage Loans as of
     the end of the related Due Period, which report shall contain substantially
 the categories of information regarding the Mortgage Loans set forth in
this Prospectus Supplement in the tables under the caption "Certain   
    Characteristics of the Mortgage Loans--Certain Terms and Conditions of the
 Mortgage Loans" (reported, where applicable, solely on the basis of the
   most recent relevant information provided by the borrowers to the related
Servicer or the related Special Servicer and by such Servicer or such 
    Special Servicer, as the case may be, to the Trustee) and such information
shall include a loan-by-loan listing showing loan name, property type,
location, unpaid principal balance, Mortgage Rate, paid through date, 
maturity date, net interest portion of the Monthly Payment, principal 
   portion of the Monthly Payment and any Prepayment Premiums received. Such
  loan-by-loan listing will be made available electronically in accordance
with the provisions of the Pooling and Servicing Agreement; provided, 
  however, that the Trustee will provide Certificateholders with a written
copy of such report upon written request.                             

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       Servicer Reports. Each Servicer is required to deliver to the Trustee
on the Business Day prior to each Distribution Date, and the Trustee is required
to make available, or, upon request, forward to each Certificateholder, the     
Depositor, the Trustee, the Underwriters, each Rating Agency and, if requested  
in writing, any potential investor in the Certificates, on each Distribution    
Date, the following eight reports, in the form of the Commercial Mortgage       
Securities Association standard information package, all of which will be made  
available electronically via the Trustee's website:                             

         (a) A "Comparative Financial Status Report," in the form set forth in
Annex C, setting forth, among other things, the occupancy (except with
     respect to the NCCB Mortgage Loans), revenue, net operating income and DSCR
     for the Mortgage Loans as of the current Determination Date for each of the
    following three periods: (i) the most current available year-to-date, (ii)
    the previous two full fiscal years and (iii) the "base year" (representing
     the original analysis of information used as of the Cut-off Date). The DSCR
  for the NCCB Mortgage Loans will be based on the U/W Net Cash Flow as of
the date of this Prospectus Supplement and will only be updated if an 
   Appraisal Reduction Event occurs with respect to such loan and an updated
appraisal is obtained.                                                

         (b) A "Delinquent Loan Status Report," in the form set forth in Annex
     C, setting forth, among other things, those Mortgage Loans which, as of the
close of business on the Determination Date immediately preceding the 
     preparation of such report, were delinquent 30 to 59 days, delinquent 60 to
    89 days, delinquent 90 days or more, current but specially serviced, or in
foreclosure but not an REO Property.                                  

          (c) An "Historical Loan Modification Report," in the form set forth in
    Annex C, setting forth, among other things, those Mortgage Loans which, as
  of the close of business on the Determination Date immediately preceding
    the preparation of such report, have been modified pursuant to the Pooling
  and Servicing Agreement (i) during the related Due Period and (ii) since
the Cut-off Date, showing the original and the revised terms thereof. 

      (d) An "Historical Loss Estimate Report," in the form set forth in
    Annex C, setting forth, among other things, as of the close of business on
the Determination Date immediately preceding the preparation of such  
    report, the aggregate amount of Liquidation Proceeds, both for the related
    Due Period and historically, set forth on a Mortgage Loan-by-Mortgage Loan
basis.                                                                

         (e) An "REO Status Report," in the form set forth in Annex C, setting
forth, among other things, with respect to each REO Property that was 
     included in the Trust Fund as of the close of business on the Determination
Date immediately preceding the preparation of such report, (i) the    
    acquisition date of such REO Property, (ii) the amount of income collected
     with respect to any REO Property net of related expenses and other amounts,
 if any, received on such REO Property during the related Due Period and
   (iii) the value of the REO Property based on the most recent appraisal or
    other valuation thereof available to the applicable Special Servicer as of
such date of determination.                                           

          (f) A "Servicer Watch List," in the form set forth in Annex C, setting
   forth, among other things, a description of any Mortgage Loan that, as of
     the Determination Date immediately preceding the preparation thereof, is in
  jeopardy of becoming a Specially Serviced Mortgage Loan based on certain
objective criteria set forth in the Pooling and Servicing Agreement.  

       (g) Annually, on or before May 31 of each year, commencing with May
31, 2001, with respect to each Mortgaged Property and REO Property, an
     "Operating Statement Analysis Report" together with copies of the operating
statements and rent rolls (but only to the extent the related borrower
delivers such information to the related Servicer or related Special  
    Servicer), as applicable for such Mortgaged Property or REO Property as of
    the end of the preceding calendar year. To the extent delivery is required
    in the related Mortgage Loan, the related Servicer (or the related Special
Servicer in the case of Specially Serviced Mortgage Loans and REO     
   Properties) is required to use its best reasonable efforts to obtain said
annual operating statements and rent rolls.                           

        (h) Within thirty days of receipt by the related Servicer (or within
   ten days of receipt from the related Special Servicer with respect to any
Specially Serviced Mortgage Loan or REO Property) of annual operating 
     statements, if any, with respect to any Mortgaged Property or REO Property,
an "NOI                                                               

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Adjustment Worksheet" for such Mortgaged Property (with the annual    
operating statements attached thereto as an exhibit), presenting the  
computations made in accordance with the methodology described in the 
    Pooling and Servicing Agreement to "normalize" the full year net operating
  income and debt service coverage numbers used by the related Servicer in
the other reports referenced above.                                   

  The reports described in clauses (a), (f), (g) and (h) above are
collectively referred to as the "Restricted Reports." The reports described in  
clauses (b), (c), (d) and (e) above are collectively referred as the            
"Unrestricted Reports." The information that pertains to Specially Serviced     
Mortgage Loans and REO Properties reflected in such reports shall be based      
solely upon the reports delivered by the related Special Servicer to the related
Servicer the fourth Business Day prior to the Servicer Remittance Date. Absent  
manifest error, none of the Servicers, the Special Servicers or the Trustee     
shall be responsible for the accuracy or completeness of any information        
supplied to it by a borrower or third party that is included in any reports,    
statements, materials or information prepared or provided by the Servicers, the 
Special Servicers or the Trustee, as applicable. Upon written request, the      
Trustee will make hard copies of such reports available to the                  
Certificateholders at the expense of the requesting party.                      

       In addition, within a reasonable period of time after the end of each
calendar year, the Trustee is required to make available and, upon request, to  
send to each person who at any time during the calendar year was a              
Certificateholder of record, a report summarizing on an annual basis (if        
appropriate) the items provided to Certificateholders in the monthly Statement  
to Certificateholders and such other information as may be required to enable   
such Certificateholders to prepare their federal income tax returns. The Trustee
shall be deemed to have satisfied this requirement to the extent it has complied
with applicable reporting provisions of the Code. Such information is to include
the amount of original issue discount accrued on each Class of Certificates held
by persons other than holders exempted from the reporting requirements and      
information regarding the expenses of the Trust Fund.                           

      Other Information. The Pooling and Servicing Agreement requires that
the Trustee (except with respect to items (iv) and (v) below which will be made 
available by the Servicers) make available at its offices, during normal        
business hours, upon not less than 10 Business Days' prior written notice, for  
review by any Certificateholder, the Depositor, the Trustee, the Special        
Servicers, the Servicers, any Rating Agency, any potential investor in the      
Certificates or any other person to whom the Depositor believes such disclosure 
is appropriate, originals or copies of, among other things, the following items 
(except to the extent not permitted by applicable law or under any of the       
Mortgage Loan documents): (i) the Pooling and Servicing Agreement and any       
amendments thereto, (ii) all Statements to Certificateholders delivered to      
holders of the relevant Class of Offered Certificates since the Closing Date,   
(iii) all annual officers' certificates and accountants' reports delivered by   
the related Servicer and the related Special Servicer to the Trustee since the  
Closing Date regarding compliance with the relevant agreements, (iv) the most   
recent property inspection report prepared by or on behalf of the related       
Servicer or the related Special Servicer with respect to each Mortgaged Property
delivered to the Trustee, (v) the most recent annual operating statements, rent 
rolls (to the extent such operating statements or rent rolls have been made     
available by the related borrower, or are required under the related loan       
documents) and/or lease summaries and retail "sales information," if any,       
collected by or on behalf of the related Servicer or the related Special        
Servicer with respect to each Mortgaged Property, (vi) any and all              
modifications, waivers and amendments of the terms of a Mortgage Loan entered   
into by the related Servicer and/or the related Special Servicer delivered to   
the Trustee, and (vii) any and all officers' certificates and other evidence    
delivered to the Trustee to support the related Servicer's determination that   
any Advance, if made, would be a Nonrecoverable Advance. Copies of any and all  
of the foregoing items will be available from the Trustee or Servicer, as       
applicable, upon written request; however, the Trustee and Servicer, as         
applicable, will be permitted to require payment of a sum sufficient to cover   
the reasonable costs and expenses of providing such copies.                     

      The Trustee will make available each month, to any interested party,
the Statement to Certificateholders, the Unrestricted Reports and certain       
Mortgage Loan information as presented in the CMSA100 format via the Trustee's  
website.                                                                        

         The Trustee will also make available each month the Restricted Reports,
via its website on a restricted basis, accessible only to each                  
Certificateholder, each of the parties to the Pooling and Servicing Agreement,  
each of the Rating Agencies, each of the Underwriters, any party that identifies
itself to the Trustee as a beneficial owner or prospective purchaser of a       
Certificate by delivering an investor certification (the form of which is       
available on the                                                                

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Trustee's website and also attached as an exhibit to the Pooling and Servicing  
Agreement) and any other person upon the direction of the Depositor. Certain    
servicer reports will also be available on the Pool I Servicer's website.       

   Neither the Servicer nor Trustee will make any representations or
warranties as to the accuracy or completeness of any report, document or other  
information made available on its website and will assume no responsibility     
therefor. In addition, the Trustee may disclaim responsibility for any          
information distributed by the Trustee for which it is not the original source. 
For assistance with the Trustee's website, investors may call (301) 815-6600.   

   In connection with providing access to the Trustee's website, the
Trustee may require registration and the acceptance of a disclaimer. None of the
Trustee, the Servicers or the Special Servicers will be liable for the          
dissemination of information in accordance herewith and with the Pooling and    
Servicing Agreement.                                                            

        Other Information Available via the Trustee's Website. Parties to whom
the Trustee provides access may request additional information regarding the    
performance of the Mortgage Loans from the Trustee by directing inquiries by    
e-mail through the Trustee's website. The Trustee will post responses to        
investor inquiries in the "Investor Q&A Forum" section of its website within the
time specified in the Pooling and Servicing Agreement (or indicate the time     
within which a response will be provided). Parties to whom the Trustee provides 
access may obtain through the Trustee's website a listing of certain "special   
events" (as specified in the Pooling and Servicing Agreement) and certain       
updates on Mortgage Loan performance and other financial information concerning 
the Trust Fund, as specified in the Pooling and Servicing Agreement.            

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS FOR MORTGAGED PROPERTIES
LOCATED IN NEW YORK, CALIFORNIA, WASHINGTON,
TEXAS, MASSACHUSETTS AND FLORIDA

         The following discussion contains summaries of certain legal aspects of
the Mortgage Loans or portions of Mortgage Loans secured by parcels in New York 
(approximately 24.3% of the Initial Pool Balance), California (approximately    
12.7% of the Initial Pool Balance), Florida (approximately 5.0% of the Initial  
Pool Balance), Texas (approximately 6.6% of the Initial Pool Balance),          
Washington (approximately 8.9% of the Initial Pool Balance) and Massachusetts   
(approximately 5.5% of the Initial Pool Balance), which are general in nature.  
The summaries do not purport to be complete and are qualified in their entirety 
by reference to the applicable federal and state laws governing the Mortgage    
Loans.                                                                          

NEW YORK                                                                        

      Mortgage loans in New York are generally secured by mortgages on the
related real estate. Foreclosure of a mortgage is usually accomplished in       
judicial proceedings. After an action for foreclosure is commenced, and if the  
lender secures a ruling that is entitled to foreclosure ordinarily by motion for
summary judgment, the court then appoints a referee to compute the amount owed  
together with certain costs, expenses and legal fees of the action. The lender  
then moves to confirm the referee's report and enter a final judgment of        
foreclosure and sale. Public notice of the foreclosure sale, including the      
amount of the judgment, is given for a statutory period of time, after which the
mortgaged real estate is sold by a referee at public auction. There is no right 
of redemption after the foreclosure sale. In certain circumstances, deficiency  
judgments may be obtained. Under mortgages containing a statutorily sanctioned  
covenant, the lender has a right to have a receiver appointed without notice and
without regard to the adequacy of the mortgaged real estate as security for the 
amount owed.                                                                    

CALIFORNIA                                                                      

         Mortgage Loans in California generally are secured by deeds of trust on
the related real estate. Foreclosure of a deed of trust in California may be    
accomplished by a non-judicial trustee's sale under a specific provision in the 
deed of trust or by judicial foreclosure. Public notice of either the trustee's 
sale or the judgment of foreclosure is given for a statutory period of time     
after which the mortgaged real estate may be sold by the Trustee, if foreclosed 
pursuant to the Trustee's power of sale, or by court appointed sheriff under a  
judicial foreclosure. Following a judicial foreclosure sale, the borrower or its
successor in interest may, for a period of up to one year, redeem the property. 
California's "one action" rule requires the lender to exhaust the security      
afforded under the deed of trust                                                

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by foreclosure in an attempt to satisfy the full debt before bringing a personal
action (if otherwise permitted) against the borrower for recovery of the debt,  
except in certain cases involving environmentally impaired real property.       
California case law has held that acts such as an offset of an unpledged account
constitute violations of such statutes. Violations of such statutes may result  
in the loss of some or all of the security under the loan. Other statutory      
provisions in California limit any deficiency judgment (if otherwise permitted) 
against the borrower following a judicial sale to the excess of the outstanding 
debt over the greater of (i) the fair market value of the property at the time  
of the public sale and (ii) the amount of the winning bid in the foreclosure.   
Further, under California law, once a property has been sold pursuant to a      
power-of-sale clause contained in a deed of trust, the lender is precluded from 
seeking a deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and  
leases require that a lender whose loan is secured by such an assignment must   
exercise a remedy with respect to rents as authorized by statute in order to    
establish its right to receive the rents after an event of default. Among the   
remedies authorized by statute is the lender's right to have a receiver         
appointed under certain circumstances.                                          

WASHINGTON                                                                      

    In Washington, it is most common to foreclose a deed of trust by a
non-judicial trustee's sale. Non-judicial foreclosure is available only if the  
property is not used principally for agricultural purposes, either at the time  
the deed of trust is granted or at the time of foreclosure. The non-judicial    
foreclosure process requires a preliminary 30-day notice of default and a       
subsequent 90-day notice of sale. The notice of sale must be posted on the      
premises and published twice in a local newspaper. The trustee's sale cannot be 
held sooner than 190 days after the date of default.                            

Washington has a "one action" rule that prohibits non-judicial
foreclosure during the pendency of any action that seeks satisfaction of an     
obligation secured by the deed of trust, with the exception of actions for the  
appointment of a receiver or to enforce any other lien or security interest     
granted to secure the obligation secured by the deed of trust.                  

  Non-judicial foreclosure has the effect of satisfying the entire
obligation secured by the deed of trust, including any cross-collateralized     
obligations and any obligations of the grantor contained in separate documents  
that are the "substantial equivalent" of obligations secured by the deed of     
trust. Limited exceptions to the "anti-deficiency" rule allow post-foreclosure  
actions against the grantor within one year after the date of foreclosure to    
collect misapplied rents, insurance or condemnation proceeds, or to recover for 
waste committed against the property.                                           

In Washington, a lender may elect to foreclose a deed of trust
judicially as a mortgage and preserve the right to a deficiency judgment against
the grantor. There is a one-year redemption period from the date of sale        
following a judicial foreclosure. The redemption period may be reduced to eight 
months if the foreclosure complaint waives any deficiency judgment against the  
grantor.                                                                        

TEXAS                                                                           

Under Texas law, a deed of trust customarily is foreclosed by 
non-judicial process; judicial process is generally not used. A mortgagee does  
not preclude its ability to sue on a recourse note by instituting foreclosure   
proceedings. Unless a longer period or other curative rights are provided by the
loan documents, at least 21 days' notice prior to foreclosure is required and   
foreclosure sales must be held on the first Tuesday of a calendar month. Absent 
contrary provisions in the loan documents, deficiency judgments are obtainable  
under Texas law. To determine the amount of any deficiency judgment, a borrower 
is given credit for the greater of the actual sale price (excluding trustee's   
and other allowable costs) or the fair market value of the property. Under a    
relation-back theory, the entire amount of any mechanic's or materialmen's lien 
takes priority over the lien of a deed of trust if the lien claimant began work 
or delivered its first materials prior to recordation of the deed of trust,     
provided that the loan affidavit is timely and properly perfected.              

MASSACHUSETTS                                                                   

        Mortgage loans involving real property in Massachusetts are secured by
mortgages and foreclosures are accomplished by one of the following methods:    
judicial foreclosure action, sale under statutory power of sale,                

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peaceable entry and possession for three years, or bill in equity under statute.
Foreclosure by sale under the statutory power of sale accompanied by an entry   
prior to the sale is the more commonly followed method of foreclosure in        
Massachusetts. If the mortgagor is not a corporation, limited liability company 
or limited partnership, the mortgagee will generally first obtain a judgment    
from the Land Court or Superior Court sitting in the county where the property  
is located barring the rights of any interested party under the Solders' and    
Sailor's Civil Relief Act. Prior to conducting the sale, notice of sale must be 
published for three successive weeks with the first such publication to take    
place at least 21 days prior to the date of sale and notice must be delivered by
registered mail to the required parties at least 30 days prior to the date of   
sale. A mortgagor has no right of redemption after a properly conducted         
foreclosure sale under the power of sale. The Commonwealth of Massachusetts does
not have a "one action rule" or "anti-deficiency legislation"; however, a       
deficiency judgment for a recourse loan cannot be obtained after a foreclosure  
sale conducted by a power of sale unless certain required steps are taken,      
including the giving of notice at least 21 days before the sale, the signing of 
an affidavit within 30 days after the sale, and generally bringing the action   
within 2 years after the sale. In certain circumstances, the lender may have a  
receiver appointed. In Massachusetts, contamination on a property may give rise 
to a "super lien" on the property for costs incurred by the Commonwealth of     
Massachusetts and such a lien has priority over all existing liens, including   
those of existing mortgages.                                                    

FLORIDA                                                                         

  Mortgage loans involving real property in Florida are secured by
mortgages and foreclosures are accomplished by judicial foreclosure. There is no
power of sale in Florida. After an action for foreclosure is commenced and the  
lender secures a judgment, the final judgment will provide that the property be 
sold at a public sale at the courthouse if the full amount of the judgment is   
not paid prior to the scheduled sale. Generally, the foreclosure sale must occur
no earlier than twenty (20) (but not more than thirty-five (35)) days after the 
judgment is entered. During this period, a notice of sale must be published     
twice in the county in which the property is located. There is no right of      
redemption after the foreclosure sale. Florida does not have a "one action rule"
or "anti-deficiency legislation." Subsequent to a foreclosure sale, however, a  
lender may be required to prove the value of the property sold as of the date of
foreclosure in order to recover a deficiency. In certain circumstances, the     
lender may have a receiver appointed.                                           

 CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        The following is a summary of certain United States federal income tax
consequences of an investment in the Offered Certificates by holders that       
acquire the Offered Certificates in their initial offering. This summary is     
based on the Internal Revenue Code of 1986 (the "Code") as well as Treasury     
regulations and administrative and judicial rulings and practice. Legislative,  
judicial and administrative changes may occur, possibly with retroactive effect,
that could alter or modify the continued validity of the statements and         
conclusions set forth herein. This summary does not purport to address all      
federal income tax matters that may be relevant to particular holders. For      
example, it generally is addressed only to original purchasers of the Offered   
Certificates, deals only with Offered Certificates held as capital assets within
the meaning of Section 1221 of the Code, and does not address tax consequences  
to holders that may be relevant to investors subject to special rules, such as  
non-U.S. investors, banks, insurance companies, tax-exempt organizations,       
dealers in securities or currencies, electing large partnerships, mutual funds, 
REITs, RICs, natural persons, cash method taxpayers, S corporations, estates and
trusts, investors that hold the Offered Certificates as part of a hedge,        
straddle or integrated or conversion transaction, or holders whose "functional  
currency" is not the United States dollar. Further, it does not address         
alternative minimum tax consequences or the indirect effects on the holders of  
equity interests in a holder of the Offered Certificates. Investors should      
consult their own tax advisors to determine the United States federal, state,   
local and other tax consequences of the purchase, ownership and disposition of  
the Offered Certificates.                                                       

    The following discussion is based in part upon the rules governing
original issue discount that are set forth in Code Sections 1271 through 1273   
and 1275 and in Treasury regulations issued under the original issue discount   
provisions of the Code (the "OID Regulations"), and the Treasury regulations    
issued under the provisions of the Code relating to REMICs (the "REMIC          
Regulations"). Purchasers of the Offered Certificates should be aware that      
Section 1272(a)(6) of the Code and the OID Regulations do not adequately address
certain issues relevant to, or applicable to, prepayable obligations such as the
Offered Certificates.                                                           

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         Elections will be made to treat the Trust Fund, exclusive of the Excess
Interest (such portion of the Trust Fund, the "Trust REMICs"), as two separate  
REMICs (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within 
the meaning of Code Section 860D. The reserve accounts, the Lockbox Accounts and
the Cash Collateral Accounts will be treated as beneficially owned by the       
respective borrowers for federal income tax purposes. The Lower-Tier REMIC will 
hold the Mortgage Loans (exclusive of Excess Interest), proceeds therefrom, the 
Collection Account, the Distribution Account, the Interest Reserve Account and  
any REO Property, and will issue (i) certain uncertificated Classes of regular  
interests (the "Lower-Tier Regular Interests") and (ii) the Class LR            
Certificates, which will represent the sole Class of residual interests in the  
Lower-Tier REMIC. The Upper-Tier REMIC will hold regular interests of the       
Lower-Tier REMIC and the Upper-Tier Distribution Account in which distributions 
thereon will be deposited, and will issue the regular interests represented by  
the Class A-1, Class A-2, Class A-X, Class B, Class C, Class D, Class E, Class  
F, Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates
(the "Regular Certificates") as Classes of regular interests and the Class R    
Certificates as representing the sole Class of residual interests in the        
Upper-Tier REMIC. Qualification as a REMIC requires ongoing compliance with     
certain conditions. Assuming (i) the making of appropriate elections, (ii)      
compliance with the Pooling and Servicing Agreement and (iii) compliance with   
any changes in the law, including any amendments to the Code or applicable      
temporary or final regulations of the U.S. Department of the Treasury ("Treasury
Regulations") thereunder, in the opinion of Cadwalader, Wickersham & Taft, the  
Upper-Tier REMIC and the Lower-Tier REMIC will each qualify as a separate REMIC 
and the portion of the Trust Fund consisting of Excess Interest and the Excess  
Interest Distribution Account will be treated as a grantor trust for federal    
income tax purposes. References in this discussion to the "REMIC" will, unless  
the context dictates otherwise, refer to each of the Upper-Tier REMIC and the   
Lower-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro   
rata undivided beneficial interests in the portion of the Trust Fund consisting 
of Excess Interest with respect to the CSFB Mortgage Loans and the MSDWMC       
Mortgage Loans, respectively. In addition, the Offered Certificates are         
qualifying assets under Section 7701(a)(19)(C) of the Code only to the extent of
the percentage of the aggregate pool balance from time to time represented by   
the Mortgage Loans secured by Multifamily Properties, Residential Cooperative   
Properties, manufactured housing community properties and assisted living       
facilities.                                                                     

         The regular interests represented by the Offered Certificates generally
will be treated as newly originated debt instruments for federal income tax     
purposes. Beneficial owners of the Offered Certificates will be required to     
report income on such regular interests in accordance with the accrual method of
accounting. Based on expected issue prices of the Offered Certificates, it is   
anticipated that the Class A-1, Class A-2, Class B, Class C and Class D         
Certificates will be issued at a premium. Yield Maintenance Charges and         
Prepayment Premiums received by Certificateholders generally will be treated as 
additional ordinary income in respect of their corresponding Class of regular   
interests. Nevertheless, authority exists for treating such payments as received
in respect of a sale or exchange and subject to capital gain treatment.         
Prospective Certificateholders should consult their tax advisors with respect to
the treatment of Yield Maintenance Charges and Prepayment Premiums for federal  
income tax purposes.                                                            

       For purposes of accruing original issue discount, determining whether
such original issue discount is de minimis and amortizing any premium, the      
Prepayment Assumption will be 0% CPR, with all ARD Loans prepaying on their     
related Anticipated Repayment Dates. See "Prepayment and Yield Considerations." 
No representation is made as to the rate, if any, at which the Mortgage Loans   
will prepay.                                                                    

See "Certain Federal Income Tax Consequences--REMIC           
Certificates--Taxation of REMIC Regular Certificates--Treatment of Losses" in   
the Prospectus for a discussion of the timing of income and the timing and      
character of losses on the Offered Certificates as a result of unadvanced       
delinquencies or losses on the Mortgage Loans and the subordination features of 
the Certificates.                                                               

      For a discussion of the tax consequences of the ownership of Offered
Certificates by any person who is not a citizen or resident of the United       
States, a corporation or partnership or other entity created or organized in or 
under the laws of the United States, a State or the District of Columbia, or is 
a foreign estate or trust, see "Certain Federal Income Tax Consequences--REMIC  
Certificates--Taxation of Certain Foreign Investors" in the Prospectus.         

See "Certain Federal Income Tax Consequences--REMIC           
Certificates--Taxation of REMIC Regular Certificates" in the Prospectus.        

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ERISA CONSIDERATIONS

SENIOR CERTIFICATES                                                             

  The purchase by or transfer to an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh   
plan, that is subject to Title I of the Employee Retirement Income Security Act 
of 1974, as amended ("ERISA"), or to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA) that is subject to any federal,     
state or local law ("Similar Law") which is, to a material extent, similar to   
the foregoing provisions of ERISA or the Code (each, a "Plan"), or a collective 
investment fund in which such Plans are invested, an insurance company using the
assets of separate accounts or general accounts which include assets of Plans   
(or which are deemed pursuant to ERISA or any Similar Law to include assets of  
Plans) or other persons acting on behalf of any such Plan or using the assets of
any such Plan to acquire the Senior Certificates is subject to the requirements 
imposed by ERISA, Section 4975 of the Code or any Similar Law, as described in  
the Prospectus under "ERISA Considerations." For example, unless exempted,      
investment by a Plan in the Senior Certificates may constitute or give rise to a
prohibited transaction under ERISA or the Code. There are certain exemptions    
issued by the United States Department of Labor (the "Department") that may be  
applicable to an investment by a Plan in the Senior Certificates. The Department
has granted CSFBC an individual prohibited transaction exemption, Prohibited    
Transaction Exemption ("PTE") 89-90, 54 Fed. Reg. 42597 (Oct. 17, 1989) and has 
granted Morgan Stanley an individual prohibited transaction exemption, PTE      
90-24, 55 Fed. Reg. 20548 (May 24, 1990), each as amended by PTE 97-34, 62 Fed. 
Reg. 39021 (July 21, 1997) (either such exemption, the "Exemption"), for certain
mortgage-backed and asset-backed certificates underwritten, in whole or in part,
by CSFBC. The Exemption might be applicable to the initial purchase, the        
holding, and the subsequent resale by a Plan of certain certificates, such as   
the Senior Certificates, underwritten by CSFBC or Morgan Stanley, representing  
interests in pass-through trusts that consist of certain receivables, loans and 
other obligations, provided that the conditions and requirements of the         
Exemption are satisfied. The loans described in the Exemption include mortgage  
loans such as the Mortgage Loans.                                               

        Among the conditions that must be satisfied for the Exemption to apply
to the acquisition, holding and resale of the Senior Certificates are the       
following:                                                                      

    (1) The acquisition of Senior Certificates by a Plan is on terms
   (including the price for the Certificates) that are at least as favorable
to the Plan as they would be in an arm's-length transaction with an   
unrelated party;                                                      

          (2) The rights and interests evidenced by Senior Certificates acquired
  by the Plan are not subordinate to the rights and interests evidenced by
the other Certificates of the Trust Fund;                             

    (3) The Senior Certificates acquired by the Plan have received a
 rating at the time of such acquisition that is one of the three highest
generic rating categories from any of Fitch, S&P or Moody's Investors 
Service ("Moody's");                                                  

  (4) The Trustee is not an affiliate of any other member of the
Restricted Group (as defined below);                                  

       (5) The sum of all payments made to and retained by CSFBC or Morgan
Stanley in connection with the distribution of Senior Certificates    
represents not more than reasonable compensation for underwriting the 
     Certificates. The sum of all payments made to and retained by the Depositor
pursuant to the assignment of the Mortgage Loans to the Trust Fund    
    represents not more than the fair market value of such Mortgage Loans. The
 sum of all payments made to and retained by each Servicer and any other
     servicer represents not more than reasonable compensation for such person's
 services under the Pooling and Servicing Agreement and reimbursement of
such person's reasonable expenses in connection therewith; and        

          (6) The Plan investing in the certificates is an "accredited investor"
     as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act.                                  

The Trust Fund must also meet the following requirements:     

               (a) the corpus of the Trust Fund must consist solely of assets of
the type that have been included in other investment pools;   

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            (b) certificates in such other investment pools must have been
      rated in one of the three highest rating categories of Fitch, S&P or
      Moody's for at least one year prior to the Plan's acquisition of the
Senior Certificates pursuant to the Exemption; and            

            (c) certificates evidencing interests in such other investment
     pools must have been purchased by investors other than Plans for at
least one year prior to any Plan's acquisition of the Senior  
Certificates pursuant to the Exemption.                       

     If all of the conditions of the Exemption are met, whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage  
Loans, the acquisition, holding and resale of the Senior Certificates by Plans  
would be exempt from the prohibited transaction provisions of ERISA and Section 
4975 of the Code.                                                               

Moreover, the Exemption can provide relief from certain       
self-dealing/conflict of interest prohibited transactions that may occur if a   
Plan fiduciary causes a Plan to acquire certificates in a trust in which the    
fiduciary (or its affiliate) is an obligor on the receivables, loans or         
obligations held in the trust, provided that, among other requirements, (a) in  
the case of an acquisition in connection with the initial issuance of           
certificates, at least fifty percent of each Class of certificates in which     
Plans have invested is acquired by persons independent of the Restricted Group  
and at least fifty percent of the aggregate interest in the trust is acquired by
persons independent of the Restricted Group; (b) such fiduciary (or its         
affiliate) is an obligor with respect to five percent or less of the fair market
value of the obligations contained in the trust; (c) the Plan's investment in   
certificates of any Class does not exceed twenty-five percent of all of the     
certificates of that Class outstanding at the time of the acquisitions; and (d) 
immediately after the acquisition no more than twenty-five percent of the assets
of any Plan with respect to which such person is a fiduciary are invested in    
certificates representing an interest in one or more trusts containing assets   
sold or served by the same entity.                                              

     The Exemption does not apply to the purchasing or holding of Senior
Certificates by Plans sponsored by the Depositor, the Underwriters, the Trustee,
the Servicers, any obligor with respect to Mortgage Loans included in the Trust 
Fund constituting more than five percent of the aggregate unamortized principal 
balance of the assets in the Trust Fund, or any affiliate of such parties (the  
"Restricted Group").                                                            

      The Underwriters believe that the conditions to the applicability of
the Exemption will generally be met with respect to the Senior Certificates,    
other than possibly those conditions which are dependent on facts unknown to the
Underwriters or which they cannot control, such as those relating to the        
circumstances of the Plan purchaser or the Plan fiduciary making the decision to
purchase any such Class of Certificates. However, before purchasing a Senior    
Certificate, a fiduciary of a Plan should make its own determination as to the  
availability of the exemptive relief provided by the Exemption or the           
availability of any other prohibited transaction exemptions, and whether the    
conditions of any such exemption will be applicable to the Senior Certificates. 
A fiduciary of a Plan that is a governmental Plan should make its own           
determination as to the need for and the availability of any exemptive relief   
under any Similar Law.                                                          

  Any fiduciary of a Plan considering whether to purchase a Senior
Certificate should also carefully review with its own legal advisors the        
applicability of the fiduciary duty and prohibited transaction provisions of    
ERISA and the Code to such investment. See "ERISA Considerations" in the        
Prospectus.                                                                     

The sale of Senior Certificates to a Plan is in no respect a  
representation by the Depositor or the Underwriters that this investment meets  
all relevant legal requirements with respect to investments by Plans generally  
or any particular Plan, or that this investment is appropriate for Plans        
generally or any particular Plan.                                               

MEZZANINE CERTIFICATES                                                          

       Under current law, the purchase and holding of Mezzanine Certificates
by or on behalf of any Plan may result in a non-exempt prohibited transaction   
under ERISA and Section 4975 of the Code or any Similar Law. Consequently, no   
transfer of a Mezzanine Certificate shall be made unless the prospective        
transferee (i) executes an investment representation letter substantially in the
form set forth as an exhibit to the Pooling and Servicing Agreement stating that
the prospective transferee is not (a) a Plan or (b) a person acting on behalf of
or using "plan assets" of any Plan (including an entity whose underlying assets 
include "plan assets" by reason of investment in the entity by any Plan and the 
application of Department of Labor Regulation Section 2510.3-101), other than an

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insurance company using the assets of its general account under circumstances in
which the purchase and holding of Mezzanine Certificates by such insurance      
company would be exempt from the prohibited transaction provisions of ERISA and 
Section 4975 of the Code under Sections I and III of PTE 95-60 or (ii) provides 
to the Certificate Registrar an opinion of counsel, in form and substance       
satisfactory to the Certificate Registrar and the Depositor, to the effect that 
the acquisition and holding of such Certificate by such prospective transferee  
will not constitute or result in a non-exempt prohibited transaction under      
ERISA, Section 4975 of the Code or any Similar Law and will not subject the     
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters  
or the Certificate Registrar to any obligation or liability (including          
obligations or liabilities under ERISA, Section 4975 of the Code or any Similar 
Law) in addition to those set forth in the Pooling and Servicing Agreement. Such
opinion of counsel shall not be an expense of the Depositor, the Servicers, the 
Special Servicers, the Trust Fund, the Underwriters or the Certificate          
Registrar. In addition, so long as the Mezzanine Certificates are registered in 
the name of Cede & Co., as nominee of DTC, any purchaser of any such            
Certificates will be deemed to have represented by such purchase that either:   
(a) such purchaser is not a Plan and is not purchasing such Certificates by or  
on behalf of, or with "plan assets" of, any Plan or (b) the purchase of any such
Certificate by or on behalf of, or with "plan assets" of, any Plan is           
permissible under applicable law, will not result in any non-exempt prohibited  
transaction under ERISA or Section 4975 of the Code, and will not subject the   
Depositor, the Trustee, the Servicers, the Special Servicers, the Underwriters  
or the Certificate Registrar to any obligation in addition to those undertaken  
in the Pooling and Servicing Agreement, and the following conditions are met:   
(i) the source of funds used to purchase such Certificate is an "insurance      
company general account" (as such term is defined in PTE 95-60) and (ii) the    
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as  
of the date of the acquisition of such Certificates.                            

LEGAL INVESTMENT

The Offered Certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984, as amended. No representation is made as to the proper characterization of
the Offered Certificates for legal investment purposes, financial institution   
regulatory purposes, or other purposes, or as to the ability of particular      
investors to purchase the Offered Certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of the     
Offered Certificates. Accordingly, all institutions whose investment activities 
are subject to legal investment laws and regulations, regulatory capital        
requirements or review by regulatory authorities should consult with their own  
legal advisors in determining whether and to what extent the Offered            
Certificates constitute a legal investment or are subject to investment, capital
or other restrictions. See "Legal Investment" in the Prospectus.                

 USE OF PROCEEDS

        The net proceeds from the sale of Offered Certificates will be used by
the Depositor to pay part of the purchase price of the Mortgage Loans.          

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UNDERWRITING

        Under the terms and conditions set forth in the underwriting agreement
dated July 27, 2000 among the Depositor, Credit Suisse First Boston Corporation 
("CSFBC"), an affiliate of the Depositor, and Morgan Stanley & Co. Incorporated 
("Morgan Stanley" and, collectively with CSFBC, the "Underwriters"), the        
Depositor has agreed to sell to the Underwriters the following respective       
principal amounts of the Offered Certificates:                                  

                                                        [Enlarge/Download Table]

                    PRINCIPAL     PRINCIPAL     PRINCIPAL      PRINCIPAL    PRINCIPAL  
                    AMOUNT OF     AMOUNT OF     AMOUNT OF      AMOUNT OF    AMOUNT OF  
                    CLASS A-1     CLASS A-2      CLASS B        CLASS C      CLASS D   
    UNDERWRITER   CERTIFICATES   CERTIFICATES  CERTIFICATES  CERTIFICATES  CERTIFICATES
    -----------   ------------   ------------  ------------  ------------  ------------
                                                                                       
CSFBC            $161,200,000   $537,500,000   $30,100,000   $44,500,000   $15,300,000 
Morgan Stanley   $  23,000,000  $140,000,000   $20,000,000   $         0   $         0 
                 -------------  ------------   -----------   -----------   ----------- 
Total            $184,200,000   $677,500,000   $50,100,000   $44,500,000   $15,300,000 
                 ============   ============   ===========   ===========   =========== 

   The Underwriting Agreement will provide that the underwriters are
obligated to purchase all of the Offered Certificates if any are purchased. The 
Underwriting Agreement further provides that if an Underwriter defaults, the    
purchase commitments of the non-defaulting Underwriter may be increased or the  
offering of the Offered Certificates may be terminated.                         

     CSFBC and Morgan Stanley will act as co-lead and joint book-running
managers.                                                                       

     Proceeds to the Depositor from the sale of the Offered Certificates
will be approximately 100.41% of the initial aggregate principal balance thereof
as of the Cut-off Date, plus accrued interest from the Cut-off Date, before     
deducting expenses payable by the Depositor. The Depositor estimates that its   
out-of-pocket expenses for this offering will be approximately $3,357,191.      

        The Underwriters have advised the Depositor that they propose to offer
the Offered Certificates for sale from time to time in one or more transactions 
(which may include block transactions), in negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices prevailing at the    
time of sale, at prices related to such prevailing market prices or at          
negotiated prices. The Underwriters may effect such transactions by selling the 
Offered Certificates to or through dealers, and such dealers may receive        
compensation in the form of underwriting discounts, concessions or commissions  
from the Underwriters and/or the purchasers of the Offered Certificates for whom
they may act as agents. In connection with the sale of the Offered Certificates,
the Underwriters may be deemed to have received compensation from the Depositor 
in the form of underwriting discounts, and the Underwriters may also receive    
commissions from the purchasers of the Offered Certificates for whom they may   
act as agent. The Underwriters and any dealers that participate with the        
Underwriters in the distribution of the Offered Certificates may be deemed to be
underwriters, and any discounts or commissions received by them and any profit  
on the resale of the Offered Certificates by them may be deemed to be           
underwriting discounts or commissions.                                          

The Offered Certificates are a new issue of securities with no
established trading market. The Depositor has been advised by the Underwriters  
that the Underwriters currently intend to make a market in the Offered          
Certificates; however, the Underwriters do not have any obligation to do so, any
market making may be discontinued at any time and there can be no assurance that
an active public market for the Offered Certificates will develop. See "Risk    
Factors--Risks Related to the Offered Certificates--Lack of a Secondary Market  
for the Certificates May Make It Difficult for You To Resell Your Certificates."

The Depositor has agreed to indemnify the Underwriters against
liabilities under the Securities Act, or contribute to payments which the       
Underwriters may be required to make in respect thereof. The Mortgage Loan      
Sellers have agreed to indemnify the Depositor with respect to liabilities under
the Securities Act, relating to the Mortgage Loans.                             

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 LEGAL MATTERS

  Certain legal matters will be passed upon for the Depositor, the
Underwriters and the CSFB Mortgage Loan Seller by Cadwalader, Wickersham & Taft,
New York, New York. Certain legal matters will be passed upon for the MSDWMC    
Mortgage Loan Seller by Latham & Watkins, New York, New York. Certain legal     
matters will be passed upon for the NCCB Mortgage Loan Seller by Robinson       
Silverman Pearce Aronsohn & Berman LLP, New York, New York.                     

RATING

         It is a condition to the issuance of the Offered Certificates that they
receive the following credit ratings from any or all, as applicable, of Fitch,  
Inc. ("Fitch") and Standard and Poor's Ratings Services ("S&P", and together    
with Fitch, the "Rating Agencies"):                                             

                            FITCH          S&P
                            -----          ---
    Class A-1                AAA           AAA
    Class A-2                AAA           AAA
    Class B                   AA            AA
   Class C                   A             A
    Class D                   A-            A-

    The Rating Agencies' ratings on mortgage pass-through certificates
address the likelihood of the timely payment of interest and the ultimate       
repayment of principal by the Rated Final Distribution Date. The Rating         
Agencies' ratings take into consideration the credit quality of the Mortgage    
Loans, structural and legal aspects associated with the Offered Certificates,   
and the extent to which the payment stream in the Trust Fund is adequate to make
payments required under the Offered Certificates. Ratings on mortgage           
pass-through certificates do not, however, represent an assessment of the       
likelihood, timing or frequency of principal prepayments (both voluntary and    
involuntary) by borrowers, or the degree to which such prepayments might differ 
from those originally anticipated. The security ratings do not address the      
possibility that Certificateholders might suffer a lower than anticipated yield.
In addition, ratings on mortgage pass-through certificates do not address the   
likelihood of receipt of Prepayment Premiums, Yield Maintenance Charges, default
interest or Excess Interest or the timing or frequency of the receipt thereof.  

         There can be no assurance as to whether any rating agency not requested
to rate the Offered Certificates will nonetheless issue a rating and, if so,    
what such rating would be. A rating assigned to the Offered Certificates by a   
rating agency that has not been requested by the Depositor to do so may be lower
than the rating assigned by the Rating Agencies pursuant to the Depositor's     
request.                                                                        

The rating of the Offered Certificates should be evaluated    
independently from similar ratings on other types of securities. A security     
rating is not a recommendation to buy, sell or hold securities and may be       
subject to revision or withdrawal at any time by the assigning rating agency.   

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Index of Defined Terms

%                                                                               

% of Total SF                                    S-93                           
% of Total Square Feet                           S-93                           

1                                                                               

1211 Avenue of the Americas A Component          S-55                           
1211 Avenue of the Americas Borrower             S-55                           
1211 Avenue of the Americas Loan           S-50, S-55                           
1211 Avenue of the Americas Other Note     S-50, S-55                           
1211 Avenue of the Americas Property             S-55                           
1211 Avenue of the Americas Subordinate                                         
Components                                     S-55                         
1211 Avenue of the Americas Trust Fund                                          
Note                                     S-50, S-55                         
1211 Avenue of the Americas Whole Loan           S-50                           
1998 NOI                                         S-91                           
1999 NOI                                         S-91                           

2                                                                               

2000-1211 Securitization                         S-50                           

3                                                                               

30/360                                     S-79, S-90                           

A                                                                               

ACMs                                             S-33                           
Actual Ongoing Capital Items Deposits            S-89                           
Actual/360                                 S-79, S-90                           
Additional Collateral Loans                      S-88                           
Advances                                 S-143, S-162                           
AISLIC                                           S-77                           
Allocated Loan Amount                            S-89                           
Amazon Borrower                                  S-76                           
Amazon Property                                  S-76                           
Amazon.com Loan                                  S-76                           
Anchor Tenant                                    S-89                           
Annual Debt Service                              S-90                           
Anticipated Remaining Term                       S-90                           
Anticipated Repayment Date                 S-79, S-90                           
Anticipated Repayment Date LTV                   S-91                           
Appraisal Reduction                             S-144                           
Appraisal Reduction Amount                      S-144                           
Appraisal Reduction Event                       S-143                           
ARD                                              S-79                           
ARD Loans                                        S-79                           
ARD LTV                                          S-91                           
Asset Status Report                             S-156                           
Assignable Primary Servicing Fee                S-161                           
Assumed Final Distribution Date                 S-125                           
Assumed Maturity Date                           S-126                           
Assumed Scheduled Payment                       S-142                           
Assumption Conditions                           S-148                           
Audit Program                                   S-150                           
Available Distribution Amount                   S-117                           

B                                                                               

Balloon Loans                                    S-80                           
Balloon Payment                                  S-80                           
Base Interest Fraction                          S-125                           
BMDC Borrower                                    S-72                           
BMDC Loan                                        S-72                           
BMDC Property                                    S-72                           
Book-Entry Certificates                         S-114                           
Breach                                          S-139                           
Business Day                                    S-116                           

C                                                                               

C&I                                              S-77                           
Capital Items                                    S-47                           
Cash Collateral Accounts                        S-145                           
Certificate Balance                             S-112                           
Certificate Deferred Interest                   S-127                           
Certificate Owner                               S-114                           
Certificateholder                               S-115                           
Certificates                                    S-112                           
Chase                                            S-55                           
Class                                           S-112                           
Class A-1 Component Rate                        S-121                           
Class A-1 Pass-Through Rate                     S-121                           
Class A-2 Component Rate                        S-121                           
Class A-2 Pass-Through Rate                     S-121                           
Class A-X Pass-Through Rate                     S-121                           
Class B Component Rate                          S-121                           
Class B Pass-Through Rate                       S-121                           
Class C Component Rate                          S-121                           
Class C Pass-Through Rate                       S-121                           
Class D Component Rate                          S-122                           
Class D Pass-Through Rate                       S-121                           
Class E Component Rate                          S-122                           
Class E Pass-Through Rate                       S-121                           
Class F Component Rate                          S-122                           
Class F Pass-Through Rate                       S-121                           
Class G Component Rate                          S-122                           
Class G Pass-Through Rate                       S-121                           
Class H Component Rate                          S-122                           
Class H Pass-Through Rate                       S-121                           
Class J Component Rate                          S-122                           
Class J Pass-Through Rate                       S-121                           
Class K Component Rate                          S-122                           
Class K Pass-Through Rate                       S-121                           
Class L Component Rate                          S-122                           
Class L Pass-Through Rate                       S-121                           
Class M Component Rate                          S-122                           
Class M Pass-Through Rate                       S-121                           
Class N Component Rate                          S-122                           

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Class N Pass-Through Rate                       S-121                           
Claypool Borrower                                S-70                           
Claypool Embassy Suites Loan                     S-70                           
Claypool Note                                    S-70                           
Claypool Property                                S-70                           
Clearance Cooperative                           S-114                           
Clearstream, Luxembourg                         S-113                           
Clearstream, Luxembourg Participants            S-114                           
Closing Date                                     S-42                           
Code                                            S-170                           
Collateral Substitution Deposit                  S-84                           
Collateral Support Deficit                      S-126                           
Collection Account                       S-116, S-146                           
Collection Accounts                      S-116, S-146                           
Commission                                      S-111                           
Comparative Financial Status Report             S-166                           
Component Rate                                  S-121                           
Constant Prepayment Rate                        S-130                           
Controlling Class                               S-156                           
Controlling Class Certificateholder             S-156                           
Corrected Mortgage Loan                         S-156                           
CPR                                             S-130                           
Crossed Loans                                    S-87                           
Crystal Pavilion                                 S-63                           
Crystal Pavilion/Petry Building Borrower         S-63                           
Crystal Pavilion/Petry Building Loan       S-51, S-63                           
Crystal Pavilion/Petry Building Manager          S-63                           
Crystal Pavilion/Petry Building Mezzanine                                       
Lender                                         S-63                         
Crystal Pavilion/Petry Building Mezzanine                                       
Loan                                           S-63                         
Crystal Pavilion/Petry Building Note A     S-51, S-63                           
Crystal Pavilion/Petry Building Other Notes      S-63                           
Crystal Pavilion/Petry Building Preferred                                       
Equity Interest                                S-64                         
Crystal Pavilion/Petry Building Principals       S-63                           
Crystal Pavilion/Petry Building Property         S-63                           
Crystal Pavilion/Petry Building Special                                         
Limited Partner                                S-64                         
Crystal Pavilion/Petry Building Whole Loan S-51, S-63                           
CSFB Cayman                                     S-140                           
CSFBC                                           S-175                           
CSFBC 1998-C2 Securitization                     S-50                           
CSFBC Mortgage Loan Seller                       S-42                           
CSFBC Mortgage Loans                             S-42                           
Cut-off Date                                     S-41                           
Cut-off Date LTV                                 S-90                           
Cut-off Date Principal Balance                   S-94                           
Cut-off Date Principal Balance/Unit              S-90                           
Cut-off Date Principal Loan Balance              S-90                           

D                                                                               

Debt Service Coverage Ratio                      S-90                           
Defeasance Lockout Period                        S-83                           
Defeasance Option                                S-84                           
Defect                                          S-137                           
Definitive Certificates                         S-116                           
Delinquent Loan Status Report                   S-166                           
Department                                      S-172                           
Depositor                                        S-42                           
Depositories                                    S-113                           
Determination Date                              S-116                           
Direct Participants                             S-113                           
Directing Certificateholder                     S-156                           
Distribution Account                     S-116, S-146                           
Distribution Date                               S-116                           
DSCR                                             S-90                           
DTC                                             S-113                           
DTC Participants                                S-113                           
Due Date                                         S-78                           
Due Period                                      S-117                           

E                                                                               

Eligible Bank                                   S-147                           
ERISA                                           S-172                           
Escrow Account                                   S-46                           
Euroclear                                       S-113                           
Euroclear Operator                              S-114                           
Euroclear Participants                          S-114                           
Events of Default                               S-151                           
Excess Cash Flow                                 S-79                           
Excess Interest                                  S-79                           
Excess Interest Distribution Account            S-146                           
Excess Rate                                     S-122                           
Exemption                                       S-172                           

F                                                                               

Final Recovery Determination                    S-165                           
Finova                                          S-112                           
Finova Capital                                  S-112                           
Finova Loans                                    S-137                           
Finova Owner Trust                              S-137                           
FIRREA                                           S-44                           
First P&I Date                                   S-91                           
Fitch                                       vi, S-176                           
Form 8-K                                        S-111                           
Fully Amortizing Loans                           S-80                           

G                                                                               

Gentry Borrower                                  S-74                           
Gentry Manager                                   S-74                           
Gentry Portfolio Loan                            S-74                           
Gentry Principal                                 S-74                           
Gentry Properties                                S-74                           
Gentry Property                                  S-74                           

H                                                                               

Hard Lockbox                                     S-84                           
Hastings Village Shopping Center Borrower        S-61                           
Hastings Village Shopping Center Loan            S-61                           
Hastings Village Shopping Center Manager         S-61                           
Hastings Village Shopping Center Principal       S-61                           

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Hastings Village Shopping Center Property        S-61                           
Historical Loan Modification Report             S-166                           
Historical Loss Estimate Report                 S-166                           
Hospitality Loan                                 S-41                           
Hospitality Property                             S-41                           
Hotel Management Agreement                       S-67                           
Hotel Manager                                    S-67                           

I                                                                               

Indirect Participants                           S-113                           
Industrial Loan                                  S-41                           
Industrial Property                              S-41                           
Initial Pool Balance                             S-41                           
Insurance Escrowed                               S-90                           
Interest Accrual Period                         S-122                           
Interest Calc.                                   S-90                           
Interest Reserve Account                        S-146                           
Interest Shortfall Amount                       S-122                           
Investor Q&A Forum                              S-168                           
IPC Retail Portfolio Loan                        S-58                           
IPC Retail Portfolio/Normandie Borrower          S-58                           
IPC Retail Portfolio/Normandie Management                                       
Agreement                                      S-59                         
IPC Retail Portfolio/Normandie Properties        S-58                           
IPC Retail Portfolio/Normandie Village Loan      S-58                           
IPC Retail Portfolio/Normandie Village Manager   S-59                           
IRS                                              S-154                          

L                                                                               

L'Enfant Borrower                                S-66                           
L'Enfant Intercreditor Agreement                 S-66                           
L'Enfant Loan                              S-50, S-66                           
L'Enfant Manager                                 S-66                           
L'Enfant Mezzanine Borrower                      S-67                           
L'Enfant Mezzanine Lender                        S-67                           
L'Enfant Mezzanine Loan                          S-67                           
L'Enfant Note A                                  S-66                           
L'Enfant Note B-1                                S-66                           
L'Enfant Note B-2                                S-66                           
L'Enfant Other Notes                             S-50                           
L'Enfant Preferred Equity Interest               S-67                           
L'Enfant Property                                S-66                           
L'Enfant Special Limited Partner                 S-67                           
L'Enfant Trust Fund Note                         S-50                           
L'Enfant Whole Loan                        S-50, S-66                           
Lease Expiration Date                            S-90                           
Liquidation Fee                                 S-162                           
Liquidation Fee Rate                            S-162                           
Liquidation Proceeds                            S-162                           
Llama                                           S-112                           
Llama Loans                                     S-137                           
LNR                                             S-163                           
Loan to Value Ratio                              S-90                           
Loan to Value Ratio-Cooperative Basis            S-91                           
Lockbox Account                                  S-84                           
Lockout Period                                   S-80                           
Lodging Loan                                     S-41                           
Lodging Property                                 S-41                           
Lower-Tier Regular Interests                    S-171                           
Lower-Tier REMIC                           S-7, S-171                           
LTV                                              S-90                           
LTV at ARD or Maturity                           S-91                           
LTV-Co-op Basis                                  S-91                           

M                                                                               

Manager                                          S-76                           
Mezzanine Certificates                          S-112                           
Mixed Use Loan                                   S-41                           
Mixed Use Property                               S-41                           
Modified Lockbox                                 S-84                           
Monthly Interest Distribution Amount            S-122                           
Monthly Payment                            S-79, S-91                           
Moody's                                  S-160, S-172                           
Morgan Stanley                                  S-175                           
Mortgage                                         S-41                           
Mortgage Deferred Interest                      S-127                           
Mortgage File                                   S-137                           
Mortgage Interest Accrual Period                S-122                           
Mortgage Loan Assumptions                       S-130                           
Mortgage Loan Purchase Agreement                 S-42                           
Mortgage Loan Sellers                            S-42                           
Mortgage Loans                                   S-41                           
Mortgage Note                                    S-41                           
Mortgage Pass-Through Rate                      S-122                           
Mortgage Rate                                    S-79                           
Mortgaged Properties                             S-41                           
Most Recent Date                                 S-91                           
Most Recent NOI                                  S-91                           
Most Recent Type                                 S-91                           
MS Management                                    S-70                           
MSDWMC Mortgage Loan Seller                      S-42                           
MSDWMC Mortgage Loans                            S-42                           
Multifamily Loan                                 S-41                           
Multifamily Property                             S-41                           
Multi-Property Loans                             S-87                           

N                                                                               

NAP                                              S-92                           
NCCB                                             S-42                           
NCCB Mortgage Loan Seller                        S-42                           
NCCB Mortgage Loans                              S-42                           
NCCB Servicing Fee                              S-161                           
NCCB Servicing Fee Rate                         S-161                           
Net Cash Flow                                    S-92                           
Net Mortgage Pass-Through Rate                  S-123                           
Net Mortgage Rate                               S-123                           
News America                                     S-55                           
NOI Adjustment Worksheet                        S-167                           
Nonrecoverable Advance                          S-143                           
Normandie Village Loan                           S-58                           
Normandie Village Note A                         S-58                           

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Normandie Village Note B                         S-58                           
Notional Balance                                S-112                           
NR vi                                                                           

O                                                                               

Occupancy                                        S-92                           
Occupancy Period                                 S-92                           
Offered Certificates                            S-112                           
Office Loan                                      S-41                           
Office Property                                  S-41                           
OID Regulations                                 S-170                           
Olympia & York                                   S-58                           
Operating Statement Analysis Report             S-166                           
Optimal Interest Distribution Amount            S-123                           
Original Amortization Term                       S-93                           
Original Principal Loan Balance                  S-93                           
Other Equity Collateral                          S-53                           
Other Loan                                       S-42                           
Other Property                                   S-42                           
Other Servicer Notes                            S-141                           
Ownership Interest                               S-93                           

P                                                                               

P&I Advance                                     S-142                           
Participants                                    S-113                           
Pass-Through Rate                               S-123                           
PCBs                                             S-33                           
Penalty Charges                                 S-161                           
Percentage Interest                             S-112                           
Permitted Investments                           S-147                           
Petry Building                                   S-63                           
Phase I                                          S-44                           
Plan                                            S-172                           
PML                                              S-45                           
Pool I Servicer                                 S-160                           
Pool I Special Servicer                         S-163                           
Pool II Servicer                                S-160                           
Pool II Special Servicer                        S-163                           
Pool Servicing Fee                              S-161                           
Pool Servicing Fee Rate                         S-161                           
Pooling and Servicing Agreement                 S-137                           
Preferred Interest Holder                        S-86                           
Prepayment Assumptions                          S-130                           
Prepayment Interest Excess                      S-163                           
Prepayment Interest Shortfall                   S-123                           
Prepayment Premium Period                        S-80                           
Prepayment Premiums                              S-80                           
Primary Servicer                                S-141                           
Primary Servicing Agreement                     S-141                           
Primary Servicing Fee                           S-161                           
Prime Rate                                      S-143                           
Principal Distribution Amount                   S-123                           
Private Certificates                            S-112                           
Promus                                           S-70                           
Property Release Amount                          S-93                           
PTE                                             S-172                           
Purchase Price                                  S-139                           

R                                                                               

Rated Final Distribution Date                   S-126                           
Rating Agencies                                 S-176                           
Real Estate Taxes Escrowed                       S-93                           
Record Date                                     S-116                           
Reduction Rate                                  S-144                           
Regular Certificates                     S-112, S-171                           
Reimbursement Rate                              S-143                           
Related Proceeds                                S-143                           
Release Date                                     S-84                           
Remaining Amortization Term                      S-93                           
Remaining Lockout                                S-93                           
Remaining Lockout and YM                         S-93                           
Remaining Lockout and YM and Penalties           S-93                           
Remaining Principal Distribution Amount         S-123                           
REMIC Regulations                               S-171                           
REO Loan                                        S-124                           
REO Property                             S-112, S-155                           
REO Status Report                               S-166                           
Reporting Requirements                          S-137                           
Required Prepayment                              S-88                           
Residential Cooperative Loan                     S-41                           
Residential Cooperative Property           S-41, S-92                           
Residual Certificates                           S-112                           
Restricted Group                                S-173                           
Restricted Reports                              S-167                           
Retail Loan                                      S-41                           
Retail Property                                  S-41                           
Rev                                              S-91                           
Revised Rate                                     S-79                           
Rules                                           S-114                           

S                                                                               

S&P                                         vi, S-176                           
Sarakreek                                        S-68                           
Seasoning                                        S-93                           
Securities Act                                  S-112                           
Selig Borrowers                                  S-53                           
Selig Loans                                      S-53                           
Selig Manager                                    S-53                           
Selig Mezzanine Borrower                         S-53                           
Selig Mezzanine Lender                           S-53                           
Selig Mezzanine Loan                             S-53                           
Selig Principal                                  S-53                           
Selig Properties                                 S-53                           
Selig Property                                   S-53                           
Senior Offered Certificates                     S-112                           
Senior Private Certificates                     S-112                           
Servicer                                        S-160                           
Servicer Remittance Date                        S-142                           
Servicer Watch List                             S-166                           
Servicing Advances                              S-143                           
Servicing Standard                              S-141                           
Significant Mortgage Loans                      S-148                           

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Similar Law                                     S-172                           
Special Servicer                                S-163                           
Special Servicing Fee                           S-161                           
Special Servicing Fee Rate                      S-162                           
Specially Serviced Mortgage Loans               S-156                           
Springing Lockbox                                S-85                           
Stated Maturity Date                             S-93                           
Stated Principal Balance                        S-124                           
Statement to Certificateholders                 S-164                           
Subordinate Certificates                        S-112                           
Subordinate Private Certificates                S-112                           

T                                                                               

Tenant                                           S-94                           
Tenant Improvement and Leasing                                                  
Commission Reserve Ongoing                     S-93                         
Tenant Improvement and Leasing                                                  
Commission Reserve Upfront                     S-93                         
Terms and Conditions                            S-114                           
Treasury Regulations                            S-171                           
Trust Fund                                      S-112                           
Trust REMICs                                    S-171                           
Trustee                                         S-159                           
Trustee Fee                                     S-159                           
Trustee Fee Rate                                S-159                           

U                                                                               

U/W Net Cash Flow                                S-92                           
U/W NOI                                          S-94                           
U/W Rev                                          S-91                           
Uncovered Prepayment Interest Shortfall         S-163                           
Uncovered Prepayment Interest Shortfall Amount  S-124                           
Underwriters                                    S-175                           
Underwritten NOI                                 S-94                           
Unit of Measure                                  S-94                           
Units                                            S-94                           
Unpaid Interest Shortfall Amount                S-124                           
Unrestricted Reports                            S-167                           
Unscheduled Payments of Principal               S-124                           
Upper-Tier REMIC                           S-7, S-171                           
USAP                                            S-150                           

V                                                                               

Value                                            S-94                           
Value Co-op Basis                                S-94                           
Voting Rights                                   S-153                           

W                                                                               

Weighted Average DSCR                            S-94                           
Weighted Average LTV                             S-94                           
Weighted Average Net Mortgage Rate              S-124                           
Whole Loans                                     S-141                           
Withheld Amounts                                S-146                           
Workout Fee                                     S-162                           
Workout Fee Rate                                S-162                           

Y                                                                               

Year Built                                       S-94                           
Year Renovated                                   S-94                           
Yield Maintenance Charge                         S-80                           
Yield Maintenance Period                         S-80                           
Yield Rate                                       S-80                           

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ANNEX A 
LOAN CHARACTERISTICS

                                                        [Enlarge/Download Table]


  LOAN #    CONTROL #  LOAN NUMBER   LOANS                                      PROPERTY NAME                                      
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
     1         001     948657        csfb      Selig - 1000 2nd Avenue                                                             
     2         002     948666        csfb      Selig - 190 Queen Anne Building                                                     
     3         003     320025        csfb      1211 Avenue of the Americas                                                         
     4         004     937167        csfb      IPC Retail-Summary                                                                  
     4         004A    937167-  1    csfb      Walpole Mall                                                                        
     4         004B    937167-  4    csfb      Hurstbourne Forum Shopping Center                                                   
     4         004C    937167-  3    csfb      Brittany Retail Center                                                              
     4         004D    937167-  2    csfb      Comotara Retail Center                                                              
     5         005     945019        csfb      Normandie Village Shopping Center                                                   
     6         006     320807        csfb      Hastings Village                                                                    
     7         007     938549        csfb      Crystal Pavilion/Petry Building Summary                                             
     7         007A    938549-  1    csfb      Crystal Pavilion                                                                    
     7         007B    938549-  2    csfb      Petry Building                                                                      
     8         008     945300        csfb      L'Enfant Plaza                                                                      
     9         009     99-06179      msdw      Claypool Embassy Suites                                                             
    10         010     320601        csfb      BMDC Building                                                                       
    11         011     320816        csfb      Gentry Portfolio-Summary                                                            
    11         011A    320816-  4    csfb      Gentry Pacific Design Center                                                        
    11         011B    320816-  2    csfb      American Movers (Lot 100)                                                           
    11         011C    320816-  3    csfb      Waipio Industrial Court                                                             
    11         011D    320816-  1    csfb      Gentry Business Park                                                                
    12         012     320974        csfb      Amazon.com Tower                                                                    
    13         013     320860        csfb      Avenue of the Arts                                                                  
    14         014     99-06263      msdw      Conjunctive Points Office and Industrial Portfolio-Summary                          
    14         014A    99-06263-a    msdw      Conjunctive Points - Samitaur                                                       
    14         014B    99-06263-b    msdw      Conjunctive Points - Pittard Sullivan                                               
    14         014C    99-06263-c    msdw      Conjunctive Points  - Ince                                                          
    14         014D    99-06263-d    msdw      Conjunctive Points - Hayden & Higuera                                               
    15         015     320627        csfb      Globix World Headquarters                                                           
    16         016     320872        csfb      Bush Terminal Bldgs. 19 & 20                                                        
    17         017     99-05449-e    msdw      Northwood Plaza Shopping Center                                                     
    18         018     320448        csfb      Alexandria Real Estate Equities-Summary                                             
    18         018A    320448-  2    csfb      377 Plantation Street                                                               
    18         018B    320448-  1    csfb      6166 Nancy Ridge Drive                                                              
    19         019     00-06402      msdw      Johnson Controls                                                                    
    20         020     320984-1      csfb      Conroe Assisted Living                                                              
    21         021     320984-2      csfb      Arlington Assisted Living                                                           
    22         022     320984-4      csfb      Temple Assisted Living                                                              
    23         023     99-05460S     msdw      Suburban Lodge V Summary                                                            
    23         023A    99-05460      msdw      Suburban Lodge - Duluth                                                             
    23         023B    99-05487      msdw      Suburban Lodge - North Charleston                                                   
    23         023C    99-05459      msdw      Suburban Lodge - Atlanta                                                            
    23         023D    99-05483      msdw      Suburban Lodge - Columbus (Northland)                                               
    23         023E    99-05423      msdw      Suburban Lodge - Birmingham                                                         
    24         024     320945        csfb      Inland Star Distribution Center                                                     
    25         025     00-06592      msdw      West Park Plaza                                                                     
    26         026     99-05027      msdw      295 & 305 Foster Street Office/R&D Buildings                                        
    27         027     99-05702      msdw      Central Park Plaza Shopping Center                                                  
    28         028     320885        csfb      Loma Palisades Business Center                                                      
    29         029     320934        csfb      Holiday Inn on the Beach                                                            
    30         030     320890        csfb      Sheraton Four Points Hotel & Suites                                                 
    31         031     470012720     ncb       Doric Apartment Corporation                                                         
    32         032     99-06196      msdw      Lofts at Infinity Court                                                             
    33         033     99-05448      msdw      Hacienda Village Mobile Home Park                                                   
    34         034     470013230     csfb      345 East 56th Street                                                                
    35         035     470013240     csfb      136 East 76th Street                                                                
    36         036     470013250     csfb      1385 Boston Post Road                                                               
    37         037     99-05497      msdw      Henry Cogswell College Building                                                     
    38         038     99-05462      msdw      Athens West Shopping Center                                                         
    39         039     320446        csfb      Briarwood Hill Apartments                                                           
    40         040     320346        csfb      520 US Highway 22                                                                   
    41         041     320936        csfb      Chene Square                                                                        
    42         042     320854        csfb      Penn Branch Shopping Center                                                         
    43         043     948827        csfb      City Centre II                                                                      
    44         044     320970        csfb      Gulfstream Office Buildings                                                         
    45         045     470004030     ncb       Fort Tryon Apartments Corp.                                                         
    46         046     320852        csfb      Del Alba Plaza                                                                      
    47         047     99-05442      msdw      4001 Brandywine Office Building                                                     
    48         048     99-04487      msdw      Anderson and Beechmont Shopping Plaza                                               
    49         049     320607        csfb      Dick's Sporting Goods                                                               
    50         050     470010770     ncb       Inwood Owners, Inc.                                                                 
    51         051     99-04366      msdw      Hampton Inn Dulles South                                                            
    52         052     99-05463      msdw      Cascade Citi Center                                                                 
    53         053     470013440     ncb       Lex Tenants Corp.                                                                   
    54         054     99-05804      msdw      Coventry Health Care Office Building                                                
    55         055     99-05573      msdw      Journey Business Park                                                               
    56         056     320348        csfb      4600 Powder Mill                                                                    
    57         057     320111        csfb      Mercede Executive Park                                                              
    58         058     320647        csfb      The Suite Hotel                                                                     
    59         059     99-05760      msdw      Berkeley Tower Office and Retail Building                                           
    60         060     320972        csfb      Ridgecrest Terrace Apartments                                                       
    61         061     320428        csfb      The Willows Apartments                                                              
    62         062     470012850     ncb       The Ponds Cooperative Homes, Inc.                                                   
    63         063     320625        csfb      St. Mathews Apartments                                                              
    64         064     320884        csfb      Settler's Green Village                                                             
    65         065     99-05495      msdw      College Park Shopping Center                                                        
    66         066     320729        csfb      Holiday Inn Victoria                                                                
    67         067     99-05607S     msdw      LawMan Properties Summary                                                           
    67         067A    99-05607      msdw      Campus East Apartments                                                              
    67         067B    99-05606      msdw      Applecroft Apartments                                                               
    68         068     470011670     ncb       4077 Owners Corp.                                                                   
    69         069     99-06195      msdw      Brigham Business Park - Buildings 41 and 53                                         
    70         070     320888        csfb      Westgate Park Apartments                                                            
    71         071     942812        csfb      Northridge Village Apartments                                                       
    72         072     320657        csfb      Hooper Building                                                                     
    73         073     320631        csfb      Xerox Industrial Building                                                           
    74         074     470013020     ncb       411 West End Avenue Owners Corp.                                                    
    75         075     320886        csfb      Caanan Medical Center                                                               
    76         076     320799        csfb      Swan Way Building                                                                   
    77         077     320976        csfb      Wellesley Inn and Suites                                                            
    78         078     320958        csfb      Casa Palm Apartments                                                                
    79         079     320339        csfb      Clarion Hotel Tuscon Airport                                                        
    80         080     99-05016      msdw      Marsh Highlands Apartments                                                          
    81         081     942814        csfb      Brandon Oaks Apartments                                                             
    82         082     320931        csfb      The Emporium Shoppes                                                                
    83         083     320822        csfb      420 Fifth Avenue                                                                    
    84         084     470012760     ncb       Rockledge House Owners Corp.                                                        
    85         085     320989        csfb      6320 Lamar Building                                                                 
    86         086     99-05732      msdw      Columbia Square Shopping Center                                                     
    87         087     470013290     ncb       490 West End Apartments Corp.                                                       
    88         088     99-04891      msdw      Your Extra Attic Self Storage                                                       
    89         089     470011310     ncb       1050 Tenants Corp.                                                                  
    90         090     99-04784      msdw      Roseville Shopping Center                                                           
    91         091     99-06194      msdw      8-24 Griffin Way Air Freight Building                                               
    92         092     470011240     csfb      Driftwood Apartments                                                                
    93         093     320149        csfb      Village Green Apartments                                                            
    94         094     99-06193      msdw      Rochester Depot                                                                     
    95         095     99-05649      msdw      Gart Sports Store                                                                   
    96         096     320344        csfb      Moyock Commons Shopping Center                                                      
    97         097     470011380     ncb       51585 Owners Corp.                                                                  
    98         098     320450        csfb      Flamingo Village Plaza                                                              
    99         099     470011190     ncb       156 East 79th Street Corporation                                                    
    100        100     470004810     ncb       211 Thompson Owners Corp.                                                           
    101        101     99-05446      msdw      Fairhaven Mobile Home Park                                                          
    102        102     320705        csfb      Timber Ridge Apartments                                                             
    103        103     320940        csfb      Dorchester Square Shopping Center                                                   
    104        104     320629        csfb      SouthTrust Office Center                                                            
    105        105     945181        csfb      Park Trailer Homes                                                                  
    106        106     470011630     ncb       Jaxboro Corp.                                                                       
    107        107     470011100     ncb       Parkway Towers Owners Corp.                                                         
    108        108     320436        csfb      Casa de Loma Apartments                                                             
    109        109     470012210     ncb       Tracy Tenants Corp.                                                                 
    110        110     470010760     ncb       270 West 11th Street Owners Corp.                                                   
    111        111     470011040     ncb       201 W. 89 Owners Inc.                                                               
    112        112     320987        csfb      Comfort Inn Archdale                                                                
    113        113     470012830     ncb       The Twelve Seventy Fifth Ave. Cooperative, Inc.                                     
    114        114     99-05476      msdw      Mt. Holly Self Storage                                                              
    115        115     470010420     ncb       Fairfield Views Inc.                                                                
    116        116     320939        csfb      Ashley Club Apartments                                                              
    117        117     470010800     ncb       7401 Apt. Corp.                                                                     
    118        118     320842        csfb      Adams & Tabor Shopping Center                                                       
    119        119     940601        csfb      Pinewood Village Apartments                                                         
    120        120     99-05150      msdw      Bradley Distribution Center                                                         
    121        121     320119        csfb      Cedarmont Apartments                                                                
    122        122     320967        csfb      Comfort Inn, Darien                                                                 
    123        123     99-04647      msdw      Parker Plaza South Industrial Building                                              
    124        124     470012200     ncb       414 West 121st Street Apartment Corp.                                               
    125        125     320932        csfb      Eckerd Drug Store                                                                   
    126        126     99-05447      msdw      Hibiscus Mobile Home Park                                                           
    127        127     470009900     ncb       63-61 99th Street Owners Corp.                                                      
    128        128     320434        csfb      Spring Creek Office                                                                 
    129        129     470013330     ncb       The Waywest Tenants                                                                 
    130        130     470010380     ncb       271 Tenants Corp.                                                                   
    131        131     470009930     ncb       84 Drive Homes, Inc.                                                                
    132        132     470011390     ncb       Savoy Owners Corp.                                                                  
    133        133     320147        csfb      Eden South Apartments                                                               
    134        134     470012810     ncb       19 William Street Owners' Corp.                                                     
    135        135     470012980     csfb      Amagansett Dunes                                                                    
    136        136     470011460     ncb       35 W. 9 Owners Corp.                                                                
    137        137     99-05839      msdw      Lorraine Apartments                                                                 
    138        138     470012420     ncb       854 West 181 Corp.                                                                  
    139        139     99-05521      msdw      Irvington Campbell Shopping Center                                                  
    140        140     470010810     ncb       Windsor Terrace Apts., Inc.                                                         
    141        141     470012560     ncb       Riverdale Commons Ltd.                                                              
    142        142     99-06048      msdw      Envirwood Executive Plaza                                                           
    143        143     470012530     ncb       Prince Tower Tenants Corp.                                                          
    144        144     99-05425      msdw      Flamingo MHP                                                                        
    145        145     470012050     csfb      Cascade Apartments                                                                  
    146        146     470012370     ncb       Museum Court Apartment Corp.                                                        
    147        147     470011200     ncb       Lake Shore Towers Cooperative Building Corporation                                  
    148        148     99-05480      msdw      21-25 East Sunrise Highway Retail Center                                            
    149        149     945151        csfb      534 Broadway                                                                        
    150        150     470011570     ncb       5425 Valles Avenue Owners Corp.                                                     
    151        151     470010540     ncb       16 East 96th Apartment Corp.                                                        
    152        152     320599        csfb      Victory Plaza                                                                       
    153        153     00-00000      msdw      Pan American Logistics Center                                                       
    154        154     470011220     ncb       Stonelea Manor Owners Corporation                                                   
    155        155     470011130     ncb       Tudor Owners Corp.                                                                  
    156        156     470012960     ncb       Rocinante Corp.                                                                     
    157        157     470007350     ncb       30 Clinton Place Owners, Inc.                                                       
    158        158     942330        csfb      Park Plaza Townhomes                                                                
    159        159     470011890     ncb       Medium Lipstick, Ltd.                                                               
    160        160     99-05610      msdw      Hollywood Video - Tucson                                                            
    161        161     470011440     ncb       Winchester & Hood Gardent Homes Mutual Ownership Trust                              
    162        162     470010780     ncb       Riverbank Apartment Corp.                                                           
    163        163     470012970     ncb       1235-1245 Astor Street Corporation                                                  
    164        164     470009970     ncb       451 West Owners Ltd.                                                                
    165        165     470011030     ncb       Charlton Tenants Corp.                                                              
    166        166     470012730     ncb       319 East 73rd Street Owners Corp.                                                   
    167        167     470011490     ncb       Vernon House, Inc.                                                                  
    168        168     470012670     ncb       55 Ehrbar Tenants Corp.                                                             
    169        169     470013040     ncb       104-106 Bedford Owners Corp.                                                        
    170        170     470012880     ncb       124 West 109 St. Corp.                                                              
    171        171     470010520     ncb       Montauk Terrace Co-operative Apts., Inc.                                            
    172        172     470012350     ncb       124 East 84th St. Corporation                                                       
    173        173     470011700     ncb       130 West 16 Owners Inc.                                                             
    174        174     470011370     ncb       Cloister Apt. Corp.                                                                 
    175        175     470013740     ncb       1125 Lorimer Street Housing Corporation                                             
    176        176     470013380     ncb       171 Duane Street Owners Corp.                                                       
    177        177     470011530     ncb       Summit-Parmley Company                                                              
    178        178     470011820     ncb       521 East 88th Owners Corp.                                                          
    179        179     470010750     ncb       Paridon House Incorporated                                                          
    180        180     470010710     ncb       10 Westview Avenue Tenants Corp.                                                    
    181        181     470012800     ncb       91st Street Tenants Corp.                                                           
    182        182     470010200     ncb       251 Pacific Owners Corp.                                                            
    183        183     470009680     ncb       32 West 96th Street Tenants Corp.                                                   
    184        184     470010960     ncb       133 West 24th Street Corporation                                                    
    185        185     470010840     ncb       670 President Street Housing Corp.                                                  
    186        186     470012040     ncb       504 East 6th Street Owners, Inc.                                                    
    187        187     470010640     ncb       348-78 Housing Corporation                                                          
    188        188     470011300     ncb       Village Place Corp.                                                                 
    189        189     470012130     ncb       J.W. Weber House Corp.                                                              
    190        190     470011470     ncb       48 West 86th Street Tenants Corp.                                                   
    191        191     470010070     ncb       205 Hicks Street Apartment Corporation                                              
    192        192     470013650     ncb       91 & 95 28th Street Jackson Heights, Inc.                                           
    193        193     470010610     ncb       200 President Street Corp.                                                          
    194        194     470008270     ncb       315 West 103rd St. Tenants Corp. a/k/a 315 West 103rd Street Tenants Corp.          
    195        195     470011830     ncb       53 Montgomery Place Housing Corporation                                             
    196        196     470011290     ncb       White Street Loft Corp.                                                             
    197        197     470011840     ncb       801 Union Street Owners Corp.                                                       
    198        198     470012770     ncb       719 Carroll Owners Corp.                                                            
    199        199     470012080     ncb       806 Washington Owners Corp.                                                         
    200        200     470010790     ncb       416 Clermont Owners Corp.                                                           
    201        201     470010270     ncb       478 12th St. Tenants Corp.                                                          
    202        202     470012090     ncb       55 7th Avenue Tenants Corp.                                                         
    203        203     470011270     ncb       59 Park Place Corp.                                                                 
    204        204     470012170     ncb       166 West 94 Owners Corp.                                                            
    205        205     470010480     ncb       22 West 76th Street Corporation                                                     
    206        206     470012690     ncb       320 East 14th Street Owners Corp.                                                   
    207        207     470010280     ncb       781 Union Street Owners Corporation                                                 
    208        208     470010820     ncb       337 Sackett Apartment Corp.                                                         
    209        209     470013090     ncb       8940 Colonial Owners Corp.                                                          
    210        210     470010630     ncb       229 East 81st Street Owners, Inc.                                                   
    211        211     470012680     ncb       106-19 19th Street Jackson Heights Inc.                                             

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  LOAN #    CONTROL #                                     ADDRESS                              CITY                 STATE      
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
     1         001     1000 2nd Avenue                                            Seattle                   WA                 
     2         002     190 Queen Anne Avenue                                      Seattle                   WA                 
     3         003     1211 Avenue of the Americas                                New York                  NY                 
     4         004     Various Addresses                                          Various Cities            Various States     
     4         004A    90 Boston-Post Road                                        Walpole                   MA                 
     4         004B    200 N. Hurstbourne Parkway                                 Louisville                KY                 
     4         004C    2020-2120 N. Woodlawn Avenue                               Wichita                   KS                 
     4         004D    2929, 2939 and 2949 North Rock Road                        Wichita                   KS                 
     5         005     6404-6592 E. Central Avenue                                Wichita                   KS                 
     6         006     3333-3699 East Foothill Boulevard                          Pasadena                  CA                 
     7         007     Various Addresses                                          Various Cities            NY                 
     7         007A    805 Third Avenue                                           New York                  NY                 
     7         007B    3 East 54th Street                                         New York                  NY                 
     8         008     470-490 L'Enfant Plaza SW/955 L'Enfant Plaza SW            Washington                DC                 
     9         009     110 West Washington Street                                 Indianapolis              IN                 
    10         010     106 Wynn Drive                                             Huntsville                AL                 
    11         011     Various Addresses                                          Various Cities            HI                 
    11         011A    560 North Nimitz Highway                                   Honolulu                  HI                 
    11         011B    94-1499 Moaniani Street                                    Waipahu                   HI                 
    11         011C    94-547 Ukee Street                                         Waipahu                   HI                 
    11         011D    94-390, 404 and 410 Ukee Street                            Waipahu                   HI                 
    12         012     1200 12th Avenue South                                     Seattle                   WA                 
    13         013     1346 Chestnut Street                                       Philadelphia              PA                 
    14         014     Various - See Below                                        Culver City               CA                 
    14         014A    3453-3457  LaCienega Boulevard                             Culver City               CA                 
    14         014B    3535-3545 Hayden Avenue                                    Culver City               CA                 
    14         014C    3958-3964 Ince Boulevard                                   Culver City               CA                 
    14         014D    3625-3635 Hayden Avenue & 8557-8561 Higuera Street         Culver City               CA                 
    15         015     139 Centre Street                                          New York                  NY                 
    16         016     168 39th Street and 167 41st Street                        Brooklyn                  NY                 
    17         017     2400 McMullen Booth Road                                   Clearwater                FL                 
    18         018     Various Addresses                                          Various Cities            Various States     
    18         018A    377 Plantation Street                                      Worcester                 MA                 
    18         018B    6166 Nancy Ridge Drive                                     San Diego                 CA                 
    19         019     Van Dyke Avenue                                            Warren                    MI                 
    20         020     450 North Rivershire                                       Conroe                    TX                 
    21         021     4101 West Arkansas Lane                                    Arlington                 TX                 
    22         022     3002 Jack Rabbit Road                                      Temple                    TX                 
    23         023     Various Addresses                                          Various Cities            Various States     
    23         023A    3750 Satellite Boulevard                                   Duluth                    GA                 
    23         023B    7371 Mazyck Road                                           North Charleston          SC                 
    23         023C    1375 Northside Drive                                       Atlanta                   GA                 
    23         023D    2420 East Dublin Granville Road                            Columbus                  OH                 
    23         023E    90 Oxmoor Road                                             Birmingham                AL                 
    24         024     3146 S. Chestnut Avenue                                    Fresno                    CA                 
    25         025     1603 Grand Avenue                                          Billings                  MT                 
    26         026     295 & 305 Foster Street Office/R&D Buildings               Littleton                 MA                 
    27         027     4-98 East Fourth Ave.                                      San Mateo                 CA                 
    28         028     7925-7985 Dunbrook Rd & 9220-9270 Trade Pl                 San Diego                 CA                 
    29         029     5002 Seawall Boulevard                                     Galveston                 TX                 
    30         030     351, 401 & 411 York Street                                 Williamsburg              VA                 
    31         031     100 Manhattan Avenue                                       Union City                NJ                 
    32         032     545 West 34th Street                                       New York                  NY                 
    33         033     7505 Granada Avenue                                        New Port Richey           FL                 
    34         034     345 East 56th Street                                       New York                  NY                 
    35         035     136 East 76th Street                                       New York                  NY                 
    36         036     1385 Boston Post Road                                      Larchmont                 NY                 
    37         037     2801 and 2802 Wetmore Avenue                               Everett                   WA                 
    38         038     3190 Atlanta Highway                                       Athens                    GA                 
    39         039     100 State Street                                           North Haven               CT                 
    40         040     520 Route 22                                               Bridgewater Township      NJ                 
    41         041     2650 East Jefferson Avenue                                 Detroit                   MI                 
    42         042     3200 Pennsylvania Avenue SE                                Washington                DC                 
    43         043     765 The City Drive                                         Orange                    CA                 
    44         044     5301 Central NE & 300 San Mateo Boulevard                  Albuquerque               NM                 
    45         045     245-303 Bennett Avenue                                     New York                  NY                 
    46         046     1 Dan Fox Drive                                            Pittsfield                MA                 
    47         047     4001 Brandywine Street, N.W.                               Washington, D.C.          DC                 
    48         048     8080-8170 Beechmont Avenue                                 Anderson                  OH                 
    49         049     3212 Mt. Moriah Road                                       Durham                    NC                 
    50         050     181 Long Hill Road                                         Little Falls              NJ                 
    51         051     4050 Westfax Drive                                         Chantilly                 VA                 
    52         052     590 Cascade Drive                                          Atlanta                   GA                 
    53         053     50 Lexington Avenue                                        New York                  NY                 
    54         054     120 East Kensinger Drive                                   Cranberry Township        PA                 
    55         055     6 Journey Street                                           Aliso Viejo               CA                 
    56         056     4600 Powder Mill Road                                      Beltsville                MD                 
    57         057     1876 University Drive                                      Plantation                FL                 
    58         058     54 Peachtree Street                                        Atlanta                   GA                 
    59         059     2001-2015 Shattock Avenue and 2120-2134 University Avenue  Berkeley                  CA                 
    60         060     526 South Walton Walker Boulevard                          Dallas                    TX                 
    61         061     3304 Willow Creek                                          Irving                    TX                 
    62         062     1445, 1450, 1457, 1460 East Pond Drive                     Okemos                    MI                 
    63         063     6833 Shore Road                                            Brooklyn                  NY                 
    64         064     Route 16                                                   North Conway              NH                 
    65         065     100 College Park Drive                                     Weatherford               TX                 
    66         066     2705 East Houston Highway                                  Victoria                  TX                 
    67         067     Various Addresses                                          Various Cities            KS                 
    67         067A    1422 McCain Lane                                           Manhattan                 KS                 
    67         067B    1741 West 19th Street                                      Lawrence                  KS                 
    68         068     40 West 77th Street                                        New York                  NY                 
    69         069     41 & 53 Brigham Street                                     Marlborough               MA                 
    70         070     3007 Antelope Trail                                        Temple                    TX                 
    71         071     7913 Harwood Road                                          North Richland Hills      TX                 
    72         072     7115 Leesburg Pike                                         Falls Church              VA                 
    73         073     737 Hawaii Street                                          El Segundo                CA                 
    74         074     411 West End Avenue                                        New York                  NY                 
    75         075     903 South Crenshaw Boulevard                               Los Angeles               CA                 
    76         076     80 Swan Way                                                Oakland                   CA                 
    77         077     3520 North Highway 98                                      Lakeland                  FL                 
    78         078     700-712 North Las Vegas Boulevard                          Las Vegas                 NV                 
    79         079     6801 South Tucson Boulevard                                Tucson                    AZ                 
    80         080     2535 Marsh Lane                                            Carrollton                TX                 
    81         081     1415 Wicasset                                              Arlington                 TX                 
    82         082     4587 Okeechobee Boulevard                                  West Palm Beach           FL                 
    83         083     420 Fifth Avenue, 27th floor                               New York                  NY                 
    84         084     177 East Hartsdale Avenue                                  Hartsdale                 NY                 
    85         085     6320 Lamar                                                 Overland Park             KS                 
    86         086     13215 SE Mill Plain Blvd                                   Vancouver                 WA                 
    87         087     490 West End Avenue                                        New York                  NY                 
    88         088     4730 Lower Roswell Road                                    Marietta                  GA                 
    89         089     1050 Park Avenue                                           New York                  NY                 
    90         090     2485 Fairview Avenue North                                 Roseville                 MN                 
    91         091     8-24 Griffin Way                                           Chelsea                   MA                 
    92         092     2178 Montauk Highway                                       Amagansett                NY                 
    93         093     4645 West Gore Boulevard                                   Lawton                    OK                 
    94         094     27 & 70 Tower Drive, 1180 Brighton-Henrietta Road          Brighton                  NY                 
    95         095     2717 Lancaster Dr. NE                                      Salem                     OR                 
    96         096     Highway 168                                                Moyock                    NC                 
    97         097     515 East 85th Street                                       New York                  NY                 
    98         098     4135-4155 S. Buffalo Drive                                 Town of Spring Valley     NV                 
    99         099     156 East 79th Street                                       New York                  NY                 
    100        100     211 Thompson Street                                        New York                  NY                 
    101        101     5757 66th Street North                                     St. Petersburg            FL                 
    102        102     1405 Elite Circle                                          Arlington                 TX                 
    103        103     2755 Dorchester Square                                     Cambridge                 MD                 
    104        104     34650 U.S. Highway 19 North                                Palm Harbor               FL                 
    105        105     400-413 East Arbor Street                                  Long Beach                CA                 
    106        106     34-41 85th Street                                          Jackson Heights           NY                 
    107        107     219 Bronx River Road                                       Yonkers                   NY                 
    108        108     100 North Randolf Drive                                    Dallas                    TX                 
    109        109     245 East 24 Street                                         New York                  NY                 
    110        110     270 West 11 Street                                         New York                  NY                 
    111        111     201 West 89th Street                                       New York                  NY                 
    112        112     10123 North Main Street                                    Archdale                  NC                 
    113        113     1270 Fifth Avenue                                          New York                  NY                 
    114        114     1812 Route 38                                              Mount Holly               NJ                 
    115        115     3103 Fairfield Avenue                                      Riverdale                 NY                 
    116        116     12710 English Hills Court                                  Tampa                     FL                 
    117        117     7401 Fourth Avenue                                         Brooklyn                  NY                 
    118        118     700-742 Adams Avenue                                       Philadelphia              PA                 
    119        119     4802 N. 15th Avenue                                        Phoenix                   AZ                 
    120        120     North 1017 Bradley Road                                    Spokane                   WA                 
    121        121     7117 Holly Hill                                            Dallas                    TX                 
    122        122     703 Frontage Road                                          Darien                    GA                 
    123        123     9520 & 9540 East Jewell Ave                                Denver                    CO                 
    124        124     414 West 121st Street                                      New York                  NY                 
    125        125     3187 South Congress Avenue                                 Palm Springs              FL                 
    126        126     1 Hibiscus Avenue                                          Mount Dora                FL                 
    127        127     63-61 99th Street                                          Rego Park                 NY                 
    128        128     2120 W. Spring Creek Parkway                               Plano                     TX                 
    129        129     380 West 12th St.                                          New York                  NY                 
    130        130     271 Central Park West                                      New York                  NY                 
    131        131     140-17 84th Drive                                          Briarwood                 NY                 
    132        132     3635 Johnson Avenue                                        Riverdale                 NY                 
    133        133     601-617 Ixoria Avenue                                      Fort Pierce               FL                 
    134        134     19 William Street                                          Mt. Vernon                NY                 
    135        135     379 Bluff Road                                             Amagansett                NY                 
    136        136     35 West 9th Street                                         New York                  NY                 
    137        137     29011 Lorraine Ave.                                        Warren                    MI                 
    138        138     854 West 181st Street                                      New York                  NY                 
    139        139     1800 East Irvington Road                                   Tucson                    AZ                 
    140        140     166-176 Seeley Street                                      Brooklyn                  NY                 
    141        141     6291-95-99 Broadway                                        Riverdale                 NY                 
    142        142     5950 West Oakland Park Blvd                                Lauderhill                FL                 
    143        143     565 Broadway                                               New York                  NY                 
    144        144     5002 West Bethany Home Road                                Glendale                  AZ                 
    145        145     3820 Old Cascade Road                                      Atlanta                   GA                 
    146        146     115 Eastern Parkway                                        Brooklyn                  NY                 
    147        147     3920 N. Lake Shore Drive                                   Chicago                   IL                 
    148        148     21-25 E. Sunrise Highway                                   Freeport                  NY                 
    149        149     534 Broadway                                               Paterson                  NJ                 
    150        150     5425 Valles Avenue                                         Riverdale                 NY                 
    151        151     16 East 96th Street                                        New York                  NY                 
    152        152     13647 Victory Boulevard                                    Van Nuys                  CA                 
    153        153     1120 North Foster Road                                     San Antonio               TX                 
    154        154     110-120 Stonelea Place                                     New Rochelle              NY                 
    155        155     3601 Johnson Avenue                                        Riverdale                 NY                 
    156        156     100 West Houston Street                                    New York                  NY                 
    157        157     30 Clinton Place                                           New Rochelle              NY                 
    158        158     2508 East 11th Street                                      Odessa                    TX                 
    159        159     288 West Street                                            New York                  NY                 
    160        160     1902 E. Irvington Road                                     Tuscon                    AZ                 
    161        161     1960 W. Hood                                               Chicago                   IL                 
    162        162     166 Bank Street                                            New York                  NY                 
    163        163     1235-1245 N. Astor Street                                  Chicago                   IL                 
    164        164     451 West 22 Street                                         New York                  NY                 
    165        165     210 Sixth Avenue                                           New York                  NY                 
    166        166     319 East 73rd Street                                       New York                  NY                 
    167        167     6445 Greene Street                                         Philadelphia              PA                 
    168        168     55 Ehrbar Avenue                                           Mt. Vernon                NY                 
    169        169     104-106 Bedford Street                                     New York                  NY                 
    170        170     124 West 109th Street                                      New York                  NY                 
    171        171     711 Montauk Court                                          Brooklyn                  NY                 
    172        172     124 East 84th Street                                       New York                  NY                 
    173        173     130 West 16th Street                                       New York                  NY                 
    174        174     1793 Riverside Drive                                       New York                  NY                 
    175        175     1125  Lorimer Street                                       Brooklyn                  NY                 
    176        176     171 Duane Street                                           New York                  NY                 
    177        177     133 Summit Avenue                                          Summit                    NJ                 
    178        178     521 East 88th Street                                       New York                  NY                 
    179        179     57 East 75th Street                                        New York                  NY                 
    180        180     10 Westview Avenue                                         White Plains              NY                 
    181        181     108 East 91st Street                                       New York                  NY                 
    182        182     251 Pacific Street                                         Brooklyn                  NY                 
    183        183     32 West 96th Street                                        New York                  NY                 
    184        184     133 West 24th Street                                       New York                  NY                 
    185        185     670 President Street                                       Brooklyn                  NY                 
    186        186     504 East 6th Street                                        New York                  NY                 
    187        187     348 East 78th Street                                       New York                  NY                 
    188        188     48 East 13th Street                                        New York                  NY                 
    189        189     101 8th Avenue                                             Brooklyn                  NY                 
    190        190     48 West 86th Street                                        New York                  NY                 
    191        191     205 Hicks Street                                           Brooklyn                  NY                 
    192        192     37-12 and 37-18 85th Street                                Jackson Heights           NY                 
    193        193     200 President Street                                       Brooklyn                  NY                 
    194        194     315 West 103rd Street                                      New York                  NY                 
    195        195     53 Montgomery Place                                        Brooklyn                  NY                 
    196        196     54 White Street                                            New York                  NY                 
    197        197     801 Union Street                                           Brooklyn                  NY                 
    198        198     719 Carroll Street                                         Brooklyn                  NY                 
    199        199     806 Washington Avenue                                      Brooklyn                  NY                 
    200        200     416 Clermont Avenue                                        Brooklyn                  NY                 
    201        201     478 12th Street                                            Brooklyn                  NY                 
    202        202     55 7th Avenue                                              Brooklyn                  NY                 
    203        203     59 Park Place                                              Brooklyn                  NY                 
    204        204     166 West 94th Street                                       New York                  NY                 
    205        205     22 West 76th Street                                        New York                  NY                 
    206        206     320 East 14th Street                                       New York                  NY                 
    207        207     781 Union Street                                           Brooklyn                  NY                 
    208        208     337 Sackett Street                                         Brooklyn                  NY                 
    209        209     8940 Colonial Road                                         Brooklyn                  NY                 
    210        210     229 East 81st Street                                       New York                  NY                 
    211        211     35-55 76th Street                                          Jackson Heights           NY                 

424B5
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                                                                                                           ORIGINAL       
                                                                                                          PRINCIPAL       
                                                                                                            LOAN          
  LOAN #    CONTROL #        ZIP CODE               PROPERTY TYPE             SUB PROPERTY TYPE            BALANCE        
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
     1         001             98104         Office                                                       54,600,000      
     2         002             98109         Office                                                        8,250,000      
     3         003             10036         Office                                                       50,000,000      
     4         004       Various Zip Codes   Retail                      Retail, Anchored                 43,227,427      
     4         004A            02032         Retail                      Retail, Anchored                                 
     4         004B            40222         Retail                      Retail, Anchored                                 
     4         004C            67208         Retail                      Retail, Anchored                                 
     4         004D            67226         Retail                      Retail, Anchored                                 
     5         005             67206         Retail                      Retail, Anchored                  5,854,176      
     6         006             91107         Retail                      Retail, Anchored                 44,000,000      
     7         007       Various Zip Codes   Office                                                       40,000,000      
     7         007A            10022         Office                                                                       
     7         007B            10022         Office                                                                       
     8         008             20024         Mixed Use                   Office/Hotel/Retail              37,500,000      
     9         009             46204         Lodging                     Lodging, Full Service            30,000,000      
    10         010             35805         Office                                                       25,370,000      
    11         011       Various Zip Codes   Industrial                                                   25,000,000      
    11         011A            96817         Industrial                                                                   
    11         011B            96797         Industrial                                                                   
    11         011C            96797         Industrial                                                                   
    11         011D            96797         Industrial                                                                   
    12         012             98144         Office                                                       23,000,000      
    13         013             19107         Multifamily                                                  21,500,000      
    14         014             90232         Mixed Use                   Office/Industrial                21,468,100      
    14         014A            90232         Mixed Use                   Office/Industrial                 6,719,515      
    14         014B            90232         Mixed Use                   Office/Industrial                 6,182,813      
    14         014C            90232         Mixed Use                   Office/Industrial                 5,989,600      
    14         014D            90232         Mixed Use                   Office/Industrial                 2,576,172      
    15         015             10013         Office                                                       21,000,000      
    16         016             11232         Industrial                                                   20,300,000      
    17         017             33761         Retail                      Retail, Anchored                 19,750,000      
    18         018       Various Zip Codes   Office                                                       18,900,000      
    18         018A            01605         Office                                                                       
    18         018B            92121         Office                                                                       
    19         019             48093         Industrial                                                   18,000,000      
    20         020             77304         Assisted Living Facility                                      6,694,075      
    21         021             76016         Assisted Living Facility                                      4,722,109      
    22         022             76502         Assisted Living Facility                                      2,906,823      
    23         023       Various Zip Codes   Lodging                     Lodging. Extended Stay           14,500,000      
    23         023A            30096         Lodging                     Lodging. Extended Stay            3,400,000      
    23         023B            29406         Lodging                     Lodging. Extended Stay            3,300,000      
    23         023C            30318         Lodging                     Lodging. Extended Stay            3,250,000      
    23         023D            43228         Lodging                     Lodging. Extended Stay            2,900,000      
    23         023E            35290         Lodging                     Lodging. Extended Stay            1,650,000      
    24         024             93726         Industrial                                                   13,200,000      
    25         025             59102         Retail                      Retail, Anchored                 12,725,209      
    26         026             04160         Mixed Use                   Office/Flex                      12,250,000      
    27         027             94401         Retail                      Retail, Anchored                 12,000,000      
    28         028             92126         Industrial                                                   11,883,800      
    29         029             77551         Lodging                     Lodging, Full Service            11,750,000      
    30         030             23185         Lodging                     Lodging, Full Service            10,550,000      
    31         031             07087         Cooperative Residential                                      10,500,000      
    32         032             10001         Mixed Use                   Retail/Multifamily               10,000,000      
    33         033             34653         Mobile Home Park                                              9,980,000      
    34         034             10022         Retail                      Retail, Anchored                  5,700,000      
    35         035             10022         Retail                      Retail, Anchored                  1,900,000      
    36         036             10538         Office                                                        1,400,000      
    37         037             98201         Mixed Use                   Retail/Office                     8,763,616      
    38         038             30606         Retail                      Retail, Anchored                  8,750,000      
    39         039             06573         Multifamily                                                   8,700,000      
    40         040             08807         Office                                                        8,000,000      
    41         041             48207         Retail                      Retail, Anchored                  7,845,000      
    42         042             20020         Retail                      Retail, Anchored                  7,725,000      
    43         043             92668         Office                                                        7,700,000      
    44         044             87108         Office                                                        7,500,000      
    45         045             10040         Cooperative Residential                                       7,500,000      
    46         046             01201         Retail                      Retail, Anchored                  7,070,000      
    47         047             20016         Office                                                        7,000,000      
    48         048             45255         Retail                      Retail, Unanchored                6,800,000      
    49         049             27707         Retail                      Retail, Single Tenant             6,740,000      
    50         050             07424         Cooperative Residential                                       6,700,000      
    51         051             22021         Lodging                     Lodging, Limited Service          6,375,000      
    52         052             30310         Retail                      Retail, Anchored                  6,270,000      
    53         053             10010         Cooperative Residential                                       6,200,000      
    54         054             16046         Office                                                        6,200,000      
    55         055             92656         Mixed Use                   Office/Flex                       6,000,000      
    56         056             20705         Office                                                        6,100,000      
    57         057             33322         Mixed Use                   Office/Retail                     5,650,000      
    58         058             30303         Lodging                     Lodging, Full Service             5,600,000      
    59         059             94704         Mixed Use                   Retail/Office                     5,554,208      
    60         060             75211         Multifamily                                                   5,464,000      
    61         061             75211         Multifamily                                                   5,450,000      
    62         062             48864         Cooperative Residential                                       5,300,000      
    63         063             11215         Multifamily                                                   5,000,000      
    64         064             10322         Retail                      Retail, Anchored                  5,000,000      
    65         065             76086         Retail                      Retail, Anchored                  4,950,000      
    66         066             77901         Lodging                     Lodging, Full Service             4,875,000      
    67         067       Various Zip Codes   Multifamily                                                   4,800,000      
    67         067A            66502         Multifamily                                                   3,080,000      
    67         067B            66044         Multifamily                                                   1,720,000      
    68         068             10024         Cooperative Residential                                       4,480,000      
    69         069             01752         Industrial                                                    4,500,000      
    70         070             76504         Multifamily                                                   4,300,000      
    71         071             76118         Multifamily                                                   4,300,000      
    72         072             22043         Office                                                        4,100,000      
    73         073             90245         Industrial                                                    4,048,000      
    74         074             10024         Cooperative Residential                                       4,000,000      
    75         075             90019         Office                                                        3,935,000      
    76         076             94621         Office                                                        3,900,000      
    77         077             33805         Lodging                     Lodging, Limited Service          3,700,000      
    78         078             89101         Multifamily                                                   3,600,000      
    79         079             85706         Lodging                     Lodging, Full Service             3,450,000      
    80         080             75006         Multifamily                                                   3,447,000      
    81         081             76010         Multifamily                                                   3,400,000      
    82         082             33417         Retail                      Retail, Anchored                  3,350,000      
    83         083             10017         Office                                                        3,350,000      
    84         084             10530         Cooperative Residential                                       3,300,000      
    85         085             66202         Office                                                        3,200,000      
    86         086             98684         Retail                      Retail, Unanchored                3,165,000      
    87         087             10024         Cooperative Residential                                       3,100,000      
    88         088             30068         Self Storage                                                  3,100,000      
    89         089             10128         Cooperative Residential                                       3,000,000      
    90         090             55113         Retail                      Retail, Unanchored                2,975,500      
    91         091             02150         Mixed Use                   Office/Warehouse                  2,883,000      
    92         092             11930         Cooperative Residential                                       2,850,000      
    93         093             73505         Multifamily                                                   2,775,000      
    94         094             14623         Industrial                                                    2,780,000      
    95         095             97305         Retail                      Retail, Single Tenant             2,745,000      
    96         096             27929         Retail                      Retail, Single Tenant             2,775,000      
    97         097             10028         Cooperative Residential                                       2,750,000      
    98         098             89117         Retail                      Retail, Anchored                  2,725,000      
    99         099             10028         Cooperative Residential                                       2,650,000      
    100        100             10012         Cooperative Residential                                       2,750,000      
    101        101             33709         Mobile Home Park                                              2,600,000      
    102        102             76010         Multifamily                                                   2,570,000      
    103        103             21613         Retail                      Retail, Anchored                  2,500,000      
    104        104             34684         Office                                                        2,500,000      
    105        105             90805         Mobile Home Park                                              2,500,000      
    106        106             11372         Cooperative Residential                                       2,500,000      
    107        107             10704         Cooperative Residential                                       2,425,000      
    108        108             75211         Multifamily                                                   2,367,000      
    109        109             10100         Cooperative Residential                                       2,330,000      
    110        110             10014         Cooperative Residential                                       2,300,000      
    111        111             10024         Cooperative Residential                                       2,250,000      
    112        112             27263         Lodging                     Lodging, Limited Service          2,250,000      
    113        113             10029         Cooperative Residential                                       2,200,000      
    114        114             08060         Self Storage                                                  2,200,000      
    115        115             10463         Cooperative Residential                                       2,150,000      
    116        116             33617         Multifamily                                                   2,075,000      
    117        117             11209         Cooperative Residential                                       2,075,000      
    118        118             19124         Retail                      Retail, Unanchored                2,050,000      
    119        119             85015         Multifamily                                                   2,062,000      
    120        120             99212         Industrial                                                    2,045,000      
    121        121             75231         Multifamily                                                   2,000,000      
    122        122             31305         Lodging                     Lodging, Limited Service          1,990,000      
    123        123             80231         Industrial                                                    2,000,000      
    124        124             10027         Cooperative Residential                                       2,000,000      
    125        125             33461         Retail                      Retail, Single Tenant             1,911,000      
    126        126             32757         Mobile Home Park                                              1,920,000      
    127        127             11374         Cooperative Residential                                       1,900,000      
    128        128             75023         Office                                                        1,773,000      
    129        129             10014         Cooperative Residential                                       1,768,000      
    130        130             10024         Cooperative Residential                                       1,600,000      
    131        131             11435         Cooperative Residential                                       1,600,000      
    132        132             10463         Cooperative Residential                                       1,600,000      
    133        133             34982         Multifamily                                                   1,550,000      
    134        134             10552         Cooperative Residential                                       1,550,000      
    135        135             11930         Cooperative Residential                                       1,525,000      
    136        136             10011         Cooperative Residential                                       1,500,000      
    137        137             48093         Multifamily                                                   1,500,000      
    138        138             10033         Cooperative Residential                                       1,500,000      
    139        139             85714         Retail                      Retail, Anchored                  1,500,000      
    140        140             11218         Cooperative Residential                                       1,500,000      
    141        141             10471         Cooperative Residential                                       1,410,000      
    142        142             33313         Office                                                        1,396,000      
    143        143             10012         Cooperative Residential                                       1,400,000      
    144        144             85301         Mobile Home Park                                              1,350,000      
    145        145             30331         Multifamily                                                   1,305,000      
    146        146             11238         Cooperative Residential                                       1,300,000      
    147        147             60613         Cooperative Residential                                       1,310,620      
    148        148             11520         Retail                      Retail, Unanchored                1,300,000      
    149        149             07514         Multifamily                                                   1,280,000      
    150        150             10471         Cooperative Residential                                       1,250,000      
    151        151             10023         Cooperative Residential                                       1,200,000      
    152        152             91401         Retail                      Retail, Unanchored                1,195,000      
    153        153             78219         Industrial                                                    1,193,000      
    154        154             10801         Cooperative Residential                                       1,150,000      
    155        155             10463         Cooperative Residential                                       1,150,000      
    156        156             10012         Cooperative Residential                                       1,100,000      
    157        157             10801         Cooperative Residential                                       1,100,000      
    158        158             79762         Multifamily                                                   1,000,000      
    159        159             10013         Cooperative Residential                                       1,000,000      
    160        160             85714         Retail                      Retail, Anchored                    973,000      
    161        161             60660         Cooperative Residential                                         900,000      
    162        162             10014         Cooperative Residential                                         850,000      
    163        163             60611         Cooperative Residential                                         850,504      
    164        164             10011         Cooperative Residential                                         800,000      
    165        165             10014         Cooperative Residential                                         800,000      
    166        166             10021         Cooperative Residential                                         735,000      
    167        167             19119         Cooperative Residential                                         705,000      
    168        168             10552         Cooperative Residential                                         700,000      
    169        169             10014         Cooperative Residential                                         650,000      
    170        170             10025         Cooperative Residential                                         630,000      
    171        171             11235         Cooperative Residential                                         650,000      
    172        172             10028         Cooperative Residential                                         600,000      
    173        173             10011         Cooperative Residential                                         600,000      
    174        174             10034         Cooperative Residential                                         600,000      
    175        175             11222         Cooperative Residential                                         550,000      
    176        176             10013         Cooperative Residential                                         538,000      
    177        177             07901         Cooperative Residential                                         550,000      
    178        178             10128         Cooperative Residential                                         500,000      
    179        179             10021         Cooperative Residential                                         500,000      
    180        180             10603         Cooperative Residential                                         470,000      
    181        181             10128         Cooperative Residential                                         450,000      
    182        182             11201         Cooperative Residential                                         450,000      
    183        183             10025         Cooperative Residential                                         425,000      
    184        184             10011         Cooperative Residential                                         400,000      
    185        185             11215         Cooperative Residential                                         375,000      
    186        186             10009         Cooperative Residential                                         360,000      
    187        187             10021         Cooperative Residential                                         360,000      
    188        188             10003         Cooperative Residential                                         350,000      
    189        189             11215         Cooperative Residential                                         317,000      
    190        190             10024         Cooperative Residential                                         275,000      
    191        191             11201         Cooperative Residential                                         275,000      
    192        192             11372         Cooperative Residential                                         250,000      
    193        193             11231         Cooperative Residential                                         225,000      
    194        194             10025         Cooperative Residential                                         225,000      
    195        195             11215         Cooperative Residential                                         215,000      
    196        196             10013         Cooperative Residential                                         225,000      
    197        197             11215         Cooperative Residential                                         200,000      
    198        198             11215         Cooperative Residential                                         200,000      
    199        199             11238         Cooperative Residential                                         200,000      
    200        200             11238         Cooperative Residential                                         200,000      
    201        201             11215         Cooperative Residential                                         170,000      
    202        202             11217         Cooperative Residential                                         155,000      
    203        203             11217         Cooperative Residential                                         150,000      
    204        204             10025         Cooperative Residential                                         150,000      
    205        205             10023         Cooperative Residential                                         150,000      
    206        206             10003         Cooperative Residential                                         125,000      
    207        207             11215         Cooperative Residential                                         130,000      
    208        208             11231         Cooperative Residential                                         120,000      
    209        209             11209         Cooperative Residential                                         115,000      
    210        210             10028         Cooperative Residential                                         110,000      
    211        211             11372         Cooperative Residential                                         100,000      

424B5
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                                                                          CUT-OFF                                                 
                                                     ALLOCATED             DATE                                                   
                                CUT-OFF DATE       CUT-OFF DATE         PRINCIPAL                                                 
                               PRINCIPAL LOAN     PRINCIPAL LOAN         BALANCE/                                          MOST   
  LOAN #    CONTROL #              BALANCE           BALANCE               UNIT           1998 NOI        1999 NOI      RECENT NOI
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
     1         001              54,245,305.13     54,245,305.13                 130       5,604,274      6,587,990                
     2         002               8,196,405.93      8,196,405.93                 100       1,163,405      1,185,395                
     3         003              50,000,000.00     50,000,000.00                 104      35,447,000     40,260,000                
     4         004              42,422,744.71                                    63       4,555,593      5,671,383                
     4         004A                               19,579,728.33                  69       1,516,022      2,547,027                
     4         004B                               11,421,508.19                  84       1,531,814      1,527,128                
     4         004C                                8,009,888.86                  40       1,078,829      1,159,058                
     4         004D                                3,411,619.33                  61         428,928        438,170                
     5         005               5,742,385.20      5,742,385.20                  63         667,536        745,510                
     6         006              44,000,000.00     44,000,000.00                 142         568,707      3,979,493                
     7         007              39,892,258.20                                   137      14,842,976     16,139,617                
     7         007A                               27,997,777.54                 142       9,750,305     11,782,925                
     7         007B                               11,894,480.66                 126       5,092,671      4,356,692                
     8         008              36,969,932.96     36,969,932.96          133/83,660      21,040,212     22,008,434                
     9         009              29,847,318.03     29,847,318.03              82,909       5,411,602      5,904,364                
    10         010              25,306,142.04     25,306,142.04                  65       3,893,226      3,762,890                
    11         011              24,972,537.42                                    87       2,963,389      2,697,522                
    11         011A                               14,881,890.03                 111       1,736,179      1,554,241                
    11         011B                                4,210,485.96                  59         523,341        519,135                
    11         011C                                3,557,134.69                  83         380,114        339,368                
    11         011D                                2,323,026.74                  59         323,755        284,778                
    12         012              22,986,862.83     22,986,862.83                 120                                     2,559,357 
    13         013              21,476,820.35     21,476,820.35             122,027                                     2,305,212 
    14         014              21,437,257.72                                   115       2,193,172                     2,116,156 
    14         014A                                6,703,250.42                 116         327,763                       344,833 
    14         014B                                6,177,505.29                 122         855,881                       876,936 
    14         014C                                5,980,350.87                 129         790,658                       682,192 
    14         014D                                2,576,151.74                  81         218,874                       212,195 
    15         015              20,912,730.29     20,912,730.29                 129                      4,212,000                
    16         016              20,278,588.24     20,278,588.24                  15       3,001,782      3,432,928                
    17         017              19,565,134.14     19,565,134.14                  76       1,698,674                     2,141,518 
    18         018              18,842,308.71                                   154       2,626,576      2,573,618                
    18         018A                               14,576,125.61                 157       2,374,193      1,927,204                
    18         018B                                4,266,183.10                 145         252,383        646,414                
    19         019              17,965,452.55     17,965,452.55                  67                                               
    20         020               6,688,280.82      6,688,280.82              82,571         523,197        684,297        678,380 
    21         021               4,718,021.69      4,718,021.69              69,383         258,948        665,136        654,978 
    22         022               2,904,306.95      2,904,306.95              52,806         302,278        415,665        408,046 
    23         023              14,244,826.59                                20,007       2,502,051      2,449,879                
    23         023A                                3,340,166.28                             669,247        606,046                
    23         023B                                3,241,926.10                             608,219        540,947                
    23         023C                                3,192,805.89                             606,723        526,637                
    23         023D                                2,848,965.35                             351,020        391,631                
    23         023E                                1,620,962.97                             266,842        384,618                
    24         024              13,188,509.35     13,188,509.35                  25                                               
    25         025              12,671,975.77     12,671,975.77                  41       1,226,093      1,074,334                
    26         026              12,175,969.49     12,175,969.49                  67       1,112,326      1,561,164                
    27         027              11,954,009.59     11,954,009.59                 129       1,196,301                               
    28         028              11,812,857.72     11,812,857.72                  48       1,425,397      1,403,768                
    29         029              11,733,374.78     11,733,374.78              65,918         982,886      1,232,560      1,404,188 
    30         030              10,534,175.36     10,534,175.36              52,936       1,712,376      1,847,665      1,839,855 
    31         031              10,476,847.15     10,476,847.15              24,140                                               
    32         032               9,936,859.25      9,936,859.25             382,187                        945,248                
    33         033               9,919,464.22      9,919,464.22              19,604       1,085,453      1,029,911                
    34         034               5,645,277.24      5,645,277.24                 434         702,393                               
    35         035               1,881,759.07      1,881,759.07                 202         184,011                               
    36         036               1,386,559.30      1,386,559.30                  93         333,548                               
    37         037               8,702,596.29      8,702,596.29                  94       1,083,713      1,075,273                
    38         038               8,674,158.57      8,674,158.57                  49         783,027      1,063,942                
    39         039               8,670,770.93      8,670,770.93              49,266         586,114                       933,316 
    40         040               7,903,372.41      7,903,372.41                 130                        608,010                
    41         041               7,840,696.75      7,840,696.75                 152                        568,615                
    42         042               7,713,309.31      7,713,309.31                  93         436,810        775,706                
    43         043               7,692,033.79      7,692,033.79                  81         846,675        862,947                
    44         044               7,493,174.69      7,493,174.69                  28       1,746,350      1,420,535                
    45         045               7,345,320.67      7,345,320.67              21,047                                               
    46         046               7,055,675.07      7,055,675.07                 101         954,399        962,614                
    47         047               6,944,381.97      6,944,381.97                  89         117,908                               
    48         048               6,776,640.15      6,776,640.15                  74       1,048,590        829,741                
    49         049               6,728,491.88      6,728,491.88                 114                                               
    50         050               6,649,562.54      6,649,562.54              22,165                                               
    51         051               6,298,150.75      6,298,150.75              45,972       1,037,075      1,095,991                
    52         052               6,212,131.71      6,212,131.71                  63         607,417        708,427                
    53         053               6,195,455.92      6,195,455.92              34,611                                               
    54         054               6,171,178.23      6,171,178.23                  88                        147,634                
    55         055               5,964,271.45      5,964,271.45                  98                        465,301                
    56         056               5,962,822.77      5,962,822.77                  55         153,033        715,049        736,107 
    57         057               5,616,636.44      5,616,636.44                  42       1,069,255                     1,202,837 
    58         058               5,579,826.88      5,579,826.88              35,540       1,121,243      1,204,643                
    59         059               5,514,002.32      5,514,002.32                 127         590,871        791,549                
    60         060               5,460,250.71      5,460,250.71              21,841         343,870        688,268        938,885 
    61         061               5,432,363.29      5,432,363.29              24,037         280,607        684,489                
    62         062               5,292,832.32      5,292,832.32              36,756                                               
    63         063               4,986,773.33      4,986,773.33             226,672                                               
    64         064               4,970,597.02      4,970,597.02                 132                        352,238                
    65         065               4,872,559.87      4,872,559.87                  34         589,827        732,754                
    66         066               4,861,094.43      4,861,094.43              21,509       1,040,346      1,064,372                
    67         067               4,770,112.16                                27,733         606,164        600,227                
    67         067A                                3,060,821.98              27,826         408,450        390,981                
    67         067B                                1,709,290.18              27,569         197,714        209,246                
    68         068               4,477,465.75      4,477,465.75              45,688                                               
    69         069               4,351,336.78      4,351,336.78                  41         323,129        606,137                
    70         070               4,295,593.16      4,295,593.16              25,569         243,321        243,321        526,520 
    71         071               4,279,584.60      4,279,584.60              22,060         430,971        504,908                
    72         072               4,088,202.86      4,088,202.86                  67         531,248                       602,113 
    73         073               4,037,883.56      4,037,883.56                  53         480,190        381,146                
    74         074               3,999,145.98      3,999,145.98              38,827                                               
    75         075               3,894,155.48      3,894,155.48                 123         631,384        631,350                
    76         076               3,893,804.30      3,893,804.30                  74         303,712        344,560                
    77         077               3,695,090.62      3,695,090.62              34,534         932,166        712,676        677,040 
    78         078               3,596,780.25      3,596,780.25              17,984         159,629        560,357        598,136 
    79         079               3,434,145.22      3,434,145.22              18,170         733,606                       715,459 
    80         080               3,426,268.05      3,426,268.05              33,591         463,733        461,966                
    81         081               3,383,857.62      3,383,857.62              16,919         338,197        391,115                
    82         082               3,347,745.65      3,347,745.65                  65         234,990                       406,841 
    83         083               3,344,758.55      3,344,758.55                 282                                               
    84         084               3,278,393.90      3,278,393.90              26,872                                               
    85         085               3,198,241.12      3,198,241.12                  78         400,099                       464,442 
    86         086               3,148,736.30      3,148,736.30                 124         336,885                       397,447 
    87         087               3,099,481.17      3,099,481.17              47,684                                               
    88         088               3,078,077.53      3,078,077.53                  40         224,887        405,854                
    89         089               2,997,483.25      2,997,483.25              48,347                                               
    90         090               2,958,782.49      2,958,782.49                 138                        316,854                
    91         091               2,866,159.40      2,866,159.40                  61         316,128         43,149                
    92         092               2,777,862.37      2,777,862.37              48,734         312,623                               
    93         093               2,757,786.86      2,757,786.86              12,043         311,709        461,207                
    94         094               2,756,603.53      2,756,603.53                  21                        428,232                
    95         095               2,730,894.53      2,730,894.53                  78                        109,623                
    96         096               2,728,163.13      2,728,163.13                  72                        292,378        292,378 
    97         097               2,727,463.54      2,727,463.54              33,672                                               
    98         098               2,716,851.74      2,716,851.74                 125                        241,521        248,072 
    99         099               2,647,868.03      2,647,868.03              44,879                                               
    100        100               2,622,626.98      2,622,626.98              27,319                                               
    101        101               2,582,371.26      2,582,371.26              14,267         242,359                       254,027 
    102        102               2,564,936.16      2,564,936.16              18,860         276,486        325,151        330,993 
    103        103               2,497,970.71      2,497,970.71                  40         390,118        442,618        450,796 
    104        104               2,493,794.85      2,493,794.85                  56         228,325        349,637                
    105        105               2,490,195.25      2,490,195.25              27,669         154,335        205,346        236,468 
    106        106               2,458,880.55      2,458,880.55              17,195                                               
    107        107               2,416,750.93      2,416,750.93              30,984                                               
    108        108               2,359,436.08      2,359,436.08              23,132         113,068        304,894                
    109        109               2,317,145.87      2,317,145.87              14,303                                               
    110        110               2,281,519.17      2,281,519.17              47,532                                               
    111        111               2,248,789.98      2,248,789.98              19,726                                               
    112        112               2,248,236.64      2,248,236.64              36,262                        513,437        552,664 
    113        113               2,186,198.99      2,186,198.99              10,877                                               
    114        114               2,148,442.38      2,148,442.38                  40         267,642        305,050                
    115        115               2,127,927.06      2,127,927.06              19,887                                               
    116        116               2,073,369.88      2,073,369.88              17,874         272,885        281,841                
    117        117               2,055,954.37      2,055,954.37              32,124                                               
    118        118               2,046,751.54      2,046,751.54                  91                        242,862                
    119        119               2,040,120.67      2,040,120.67              21,937         235,772        195,786                
    120        120               2,034,627.36      2,034,627.36                  38                        243,311                
    121        121               1,992,474.77      1,992,474.77              21,197         184,585        313,410                
    122        122               1,988,440.41      1,988,440.41              30,128         178,142        404,440        432,004 
    123        123               1,987,605.51      1,987,605.51                  41         206,507        318,280                
    124        124               1,973,235.73      1,973,235.73              37,231                                               
    125        125               1,909,077.31      1,909,077.31                 136                        306,555                
    126        126               1,890,765.94      1,890,765.94              12,862         227,020        257,967                
    127        127               1,865,679.80      1,865,679.80              19,234                                               
    128        128               1,767,821.69      1,767,821.69                 108         133,248        125,165                
    129        129               1,759,243.97      1,759,243.97              33,832                                               
    130        130               1,584,591.67      1,584,591.67              63,384                                               
    131        131               1,583,050.92      1,583,050.92              25,533                                               
    132        132               1,571,118.50      1,571,118.50              19,397                                               
    133        133               1,545,242.05      1,545,242.05              30,299         229,451                       229,409 
    134        134               1,544,553.67      1,544,553.67              31,522                                               
    135        135               1,508,563.31      1,508,563.31              24,332         212,081        192,628                
    136        136               1,495,830.59      1,495,830.59              41,551                                               
    137        137               1,493,130.94      1,493,130.94              25,744         183,801        212,881                
    138        138               1,490,190.64      1,490,190.64              25,693                                               
    139        139               1,489,412.60      1,489,412.60                  35         224,838                       237,642 
    140        140               1,486,175.38      1,486,175.38              27,522                                               
    141        141               1,407,636.63      1,407,636.63              35,191                                               
    142        142               1,391,825.72      1,391,825.72                  40          99,423                               
    143        143               1,391,004.53      1,391,004.53             154,556                                               
    144        144               1,338,207.20      1,338,207.20              12,867         138,773        175,603                
    145        145               1,299,036.30      1,299,036.30              11,599          92,325        202,146                
    146        146               1,298,005.32      1,298,005.32              28,218                                               
    147        147               1,292,764.44      1,292,764.44              43,092                                               
    148        148               1,284,080.09      1,284,080.09                 143                        115,388                
    149        149               1,270,974.10      1,270,974.10              22,696         238,074                       254,715 
    150        150               1,212,233.81      1,212,233.81              11,329                                               
    151        151               1,199,017.42      1,199,017.42              34,258                                               
    152        152               1,191,801.48      1,191,801.48                  89         139,688        155,511        219,301 
    153        153               1,170,646.98      1,170,646.98                  22         144,704                               
    154        154               1,143,092.04      1,143,092.04              23,814                                               
    155        155               1,140,426.21      1,140,426.21              12,959                                               
    156        156               1,099,087.78      1,099,087.78             183,181                                               
    157        157               1,080,281.07      1,080,281.07              20,775                                               
    158        158                 995,757.38        995,757.38              13,641         171,349        167,468                
    159        159                 984,077.51        984,077.51              75,698                                               
    160        160                 969,763.39        969,763.39                 147                                               
    161        161                 881,648.53        881,648.53               5,376                                               
    162        162                 847,241.78        847,241.78              28,241                                               
    163        163                 840,884.25        840,884.25              84,088                                               
    164        164                 790,663.83        790,663.83              43,926                                               
    165        165                 770,583.54        770,583.54              19,265                                               
    166        166                 734,249.08        734,249.08              36,712                                               
    167        167                 703,581.66        703,581.66              14,658                                               
    168        168                 697,044.83        697,044.83              12,674                                               
    169        169                 646,294.90        646,294.90              24,857                                               
    170        170                 629,123.66        629,123.66              57,193                                               
    171        171                 626,965.45        626,965.45               4,354                                               
    172        172                 599,764.73        599,764.73              15,379                                               
    173        173                 596,041.28        596,041.28              14,191                                               
    174        174                 595,622.81        595,622.81              10,269                                               
    175        175                 548,438.54        548,438.54               9,141                                               
    176        176                 536,940.27        536,940.27             107,388                                               
    177        177                 533,227.78        533,227.78              10,061                                               
    178        178                 498,383.39        498,383.39              31,149                                               
    179        179                 495,345.57        495,345.57              55,038                                               
    180        180                 459,526.65        459,526.65              32,823                                               
    181        181                 441,941.91        441,941.91              11,944                                               
    182        182                 433,659.58        433,659.58              17,346                                               
    183        183                 420,152.93        420,152.93              46,684                                               
    184        184                 386,572.55        386,572.55              64,429                                               
    185        185                 369,997.15        369,997.15              18,500                                               
    186        186                 358,084.53        358,084.53              35,808                                               
    187        187                 355,234.83        355,234.83              35,523                                               
    188        188                 347,154.26        347,154.26              13,886                                               
    189        189                 309,696.89        309,696.89              30,970                                               
    190        190                 273,899.09        273,899.09              54,780                                               
    191        191                 271,845.42        271,845.42              12,357                                               
    192        192                 248,575.65        248,575.65              20,715                                               
    193        193                 222,587.38        222,587.38              44,517                                               
    194        194                 220,185.59        220,185.59              27,523                                               
    195        195                 213,671.84        213,671.84              23,741                                               
    196        196                 210,521.75        210,521.75              52,630                                               
    197        197                 198,688.46        198,688.46              49,672                                               
    198        198                 196,588.28        196,588.28              24,574                                               
    199        199                 195,087.41        195,087.41              13,935                                               
    200        200                 191,832.89        191,832.89              23,979                                               
    201        201                 155,807.67        155,807.67              19,476                                               
    202        202                 154,030.27        154,030.27              30,806                                               
    203        203                 148,777.94        148,777.94              29,756                                               
    204        204                 147,009.46        147,009.46              24,502                                               
    205        205                 138,225.69        138,225.69              23,038                                               
    206        206                 124,523.19        124,523.19              13,836                                               
    207        207                 124,203.40        124,203.40              15,525                                               
    208        208                 115,554.23        115,554.23              38,518                                               
    209        209                 114,048.95        114,048.95              38,016                                               
    210        210                 101,587.33        101,587.33               9,235                                               
    211        211                  97,354.10         97,354.10               9,735                                               
                             1,111,999,815.36                                                                                     

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                              MOST            MOST                                                                               
                             RECENT          RECENT                                                                   MOST RECENT
  LOAN #    CONTROL #         DATE            TYPE              U/W NOI           1998 REV            1999 REV            REV    
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
     1         001                                             7,370,683          8,515,182          9,743,890                   
     2         002                                             1,610,451          1,632,366          1,688,348                   
     3         003                                            51,645,000         61,363,000         66,956,000                   
     4         004                                             5,347,182          6,792,955          8,133,504                   
     4         004A                                            2,432,401          2,774,876          3,912,450                   
     4         004B                                            1,448,315          1,865,490          1,931,288                   
     4         004C                                            1,050,122          1,496,314          1,605,747                   
     4         004D                                              416,344            656,275            684,019                   
     5         005                                               743,470            908,609            977,641                   
     6         006                                             4,866,219            773,073          4,795,146                   
     7         007                                            17,544,365         25,717,850         27,768,261        27,768,261 
     7         007A                                           11,403,347         17,731,279         20,188,018                   
     7         007B                                            6,141,018          7,986,571          7,580,243                   
     8         008                                            21,731,911         50,897,111         53,310,274                   
     9         009                                             5,323,419         15,938,776         16,934,946                   
    10         010                                             4,059,714          5,283,349          5,584,852                   
    11         011                                             2,894,244          4,070,556          3,855,751                   
    11         011A                                            1,788,524          2,589,337          2,456,367                   
    11         011B                                              469,295            538,734            534,134                   
    11         011C                                              385,902            536,985            499,820                   
    11         011D                                              250,523            405,500            365,430                   
    12         012         3/31/2000      Trailing 12          2,543,174                                               5,397,337 
    13         013         1/31/2000      Annualized           2,093,906                                               2,891,901 
    14         014          9/30/99       Trailing 12          2,941,470          2,751,913                            2,851,241 
    14         014A         9/30/99       Trailing 12          1,004,085            532,056                              557,265 
    14         014B         9/30/99       Trailing 12            809,825            979,437                            1,033,935 
    14         014C         9/30/99       Trailing 12            757,397            888,808                              917,686 
    14         014D         9/30/99       Trailing 12            370,163            351,614                              342,355 
    15         015                                             3,567,878                             4,688,281                   
    16         016                                             2,909,142          4,935,220          5,865,068                   
    17         017          3/31/00       Trailing 12          2,333,743          2,889,785                            3,489,393 
    18         018                                             2,338,559          3,098,892          3,732,934                   
    18         018A                                            1,839,266          2,817,308          3,009,134                   
    18         018B                                              499,293            281,584            723,800                   
    19         019                                             2,443,524                                                         
    20         020         2/29/2000      Trailing 12            660,574          1,681,090          1,859,031         1,871,983 
    21         021         2/29/2000      Trailing 12            661,274          1,237,899          2,052,449         2,072,411 
    22         022         2/29/2000      Trailing 12            411,284          1,272,851          1,474,608         1,477,971 
    23         023                                             2,293,096          5,450,265          5,829,868                   
    23         023A                                              533,291          1,197,229          1,208,163                   
    23         023B                                              507,874          1,162,177          1,177,553                   
    23         023C                                              465,679          1,325,425          1,274,430                   
    23         023D                                              409,232            871,037          1,108,829                   
    23         023E                                              377,020            894,397          1,060,893                   
    24         024                                             1,818,527                                                         
    25         025                        Annualized           1,548,210          2,295,887          2,240,529                   
    26         026                                             1,578,722          1,346,256          1,852,811                   
    27         027                                             1,401,958          1,443,541                                      
    28         028                                             1,437,999          1,879,788          1,916,502                   
    29         029         4/30/2000      Trailing 12          1,975,258          4,750,639          5,029,667         5,370,478 
    30         030         4/30/2000      Trailing 12          1,817,687          5,340,288          5,708,391         5,713,035 
    31         031                                             3,622,560                                                         
    32         032                                             1,086,551                             1,418,914                   
    33         033                                               979,876          1,433,599          1,511,459                   
    34         034                                               706,806          1,090,474                                      
    35         035                                               250,944            333,021                                      
    36         036                                               163,663            355,199                                      
    37         037                                             1,061,390          1,418,519          1,454,279                   
    38         038                                             1,119,301          1,052,664          1,377,676                   
    39         039         9/30/1999      Annualized             991,541          1,105,900                            1,479,576 
    40         040                                               944,236                             1,047,947                   
    41         041                                               953,268                               770,474                   
    42         042                                             1,067,289            764,549          1,077,322                   
    43         043                                             1,022,536          1,365,705          1,424,330                   
    44         044                                             1,461,912          3,164,806          3,112,078                   
    45         045                                             1,854,568                                                         
    46         046                                               912,330          1,248,543          1,242,058                   
    47         047                                               922,973            233,072                                      
    48         048                                               841,406          1,385,917          1,250,896                   
    49         049                                               821,286                                                         
    50         050                                             3,061,604                                                         
    51         051                                             1,040,242          2,974,966          3,258,894                   
    52         052                                               681,134            837,964            945,372                   
    53         053                                             2,738,261                                                         
    54         054                                               797,189                               161,146                   
    55         055                                               728,576                               614,593                   
    56         056         2/29/2000      Trailing 12            824,368            586,851          1,198,640         1,233,754 
    57         057         5/31/1999      Trailing 12            897,874          1,552,875                            1,686,979 
    58         058                                             1,169,983          3,597,871          3,837,965                   
    59         059                                               774,853            836,393            875,025                   
    60         060         4/25/2000      Trailing 12            736,381          1,388,039          1,526,943         1,604,270 
    61         061                                               727,742            923,234          1,272,614                   
    62         062                                               667,045                                                         
    63         063                                               579,066                                                         
    64         064                                               588,789                               512,020                   
    65         065                                               625,456            701,926            802,290                   
    66         066                                               897,630          3,863,418          3,649,797                   
    67         067                                               554,087            892,500            899,595                   
    67         067A                                              348,470            556,751            563,235                   
    67         067B                                              205,617            335,749            336,360                   
    68         068                                             3,095,146                                                         
    69         069                                               659,279            445,294            770,434                   
    70         070         3/31/2000      Annualized             523,693            561,480            561,480           893,740 
    71         071                                               557,836          1,101,573          1,166,278                   
    72         072         11/30/1999     Annualized             706,732            776,710                              846,441 
    73         073                                               506,747            537,496            437,699                   
    74         074                                             2,453,181                                                         
    75         075                                               606,509            786,975            783,747                   
    76         076                                               508,049            572,641            614,607                   
    77         077         2/29/2000      Trailing 12            621,836          1,953,901          1,751,540         1,698,536 
    78         078         3/31/2000      Trailing 12            678,164            333,117            974,940           980,414 
    79         079         10/31/1999     Trailing 12            826,118          4,873,132                            4,853,750 
    80         080                                               388,004            738,608            749,664                   
    81         081                                               472,825          1,000,748          1,091,211                   
    82         082         3/31/2000      Trailing 12            417,848            702,639                              582,768 
    83         083                                               457,654                                                         
    84         084                                             1,200,759                                                         
    85         085         10/31/1999     Annualized             463,126            650,313                              689,942 
    86         086          1/30/00       Trailing 12            357,602            430,927                              471,889 
    87         087                                             2,548,216                                                         
    88         088                                               419,133            402,836            633,012                   
    89         089                                             3,496,550                                                         
    90         090                                               361,344                               396,984                   
    91         091                                               423,120            462,890            537,664                   
    92         092                                               446,868            597,461                                      
    93         093                                               423,618          1,091,474          1,198,003                   
    94         094                                               426,269                               563,319                   
    95         095                                               316,200                               109,623                   
    96         096          2/1/2000      Annualized             290,171                               334,212           334,212 
    97         097                                             1,153,183                                                         
    98         098         3/31/2000      Trailing 12            347,887                               282,857           295,045 
    99         099                                             2,900,457                                                         
    100        100                                             1,231,821                                                         
    101        101          3/31/00       Trailing 12            289,052            502,246                              502,056 
    102        102         1/25/2000      Trailing 12            342,037            555,081            661,946           668,371 
    103        103         3/31/2000      Trailing 12            417,844            547,083            582,737           601,189 
    104        104                                               380,311            533,517            686,606                   
    105        105         3/31/2000      Trailing 12            306,731            313,882            371,728           400,661 
    106        106                                               688,445                                                         
    107        107                                               402,567                                                         
    108        108                                               343,172            437,350            598,777                   
    109        109                                             2,015,407                                                         
    110        110                                               569,998                                                         
    111        111                                             2,342,363                                                         
    112        112         3/31/2000      Trailing 12            409,705                               953,302         1,014,678 
    113        113                                             3,268,481                                                         
    114        114                                               308,643            349,633            382,804                   
    115        115                                               497,640                                                         
    116        116                                               319,757            505,925            560,852                   
    117        117                                               364,324                                                         
    118        118                                               272,837                               320,485                   
    119        119                                               246,405            441,161            408,388                   
    120        120                                               240,167                               289,204                   
    121        121                                               265,647            413,007            499,674                   
    122        122         3/31/2000      Trailing 12            375,894            497,283            887,716           908,706 
    123        123                                               297,059            328,747            440,531                   
    124        124                                               724,488                                                         
    125        125                                               291,411                               306,555                   
    126        126                                               219,663            385,585            430,706                   
    127        127                                               485,636                                                         
    128        128                                               226,664            189,409            182,506                   
    129        129                                             2,653,738                                                         
    130        130                                             3,135,910                                                         
    131        131                                               259,508                                                         
    132        132                                               422,251                                                         
    133        133         7/31/1999      Trailing 12            203,612            348,192                              344,039 
    134        134                                               277,994                                                         
    135        135                                               966,462            691,076            671,544                   
    136        136                                             1,103,103                                                         
    137        137                                               198,438            355,918            385,985                   
    138        138                                               389,412                                                         
    139        139          7/31/99       Trailing 12            227,814            354,369                              361,334 
    140        140                                               299,460                                                         
    141        141                                               225,664                                                         
    142        142                                               226,505            290,251                                      
    143        143                                               831,511                                                         
    144        144                                               154,861            252,666            339,209                   
    145        145                                               202,083            365,301            572,914                   
    146        146                                               462,282                                                         
    147        147                                               434,720                                                         
    148        148                                               153,118                               243,334                   
    149        149         7/31/1999      Annualized             213,896            379,072                              391,274 
    150        150                                               522,437                                                         
    151        151                                             1,024,480                                                         
    152        152         3/31/2000      Annualized             160,751            187,344            212,235           233,758 
    153        153                                               207,511            204,866                                      
    154        154                                               247,034                                                         
    155        155                                               453,057                                                         
    156        156                                               484,090                                                         
    157        157                                               275,300                                                         
    158        158                                               162,097            329,867            309,327                   
    159        159                                               357,761                                                         
    160        160                                               119,973                                                         
    161        161                                               670,946                                                         
    162        162                                             1,912,319                                                         
    163        163                                               360,872                                                         
    164        164                                               160,089                                                         
    165        165                                               499,179                                                         
    166        166                                               196,838                                                         
    167        167                                               165,432                                                         
    168        168                                               266,617                                                         
    169        169                                               301,719                                                         
    170        170                                               204,798                                                         
    171        171                                               764,208                                                         
    172        172                                             1,285,149                                                         
    173        173                                               580,404                                                         
    174        174                                               295,290                                                         
    175        175                                               466,900                                                         
    176        176                                               194,667                                                         
    177        177                                               554,264                                                         
    178        178                                               206,341                                                         
    179        179                                               310,714                                                         
    180        180                                               193,481                                                         
    181        181                                               626,923                                                         
    182        182                                               120,561                                                         
    183        183                                                92,308                                                         
    184        184                                               239,260                                                         
    185        185                                               125,237                                                         
    186        186                                               156,182                                                         
    187        187                                               128,657                                                         
    188        188                                             2,159,406                                                         
    189        189                                               241,262                                                         
    190        190                                               182,390                                                         
    191        191                                               282,446                                                         
    192        192                                                90,587                                                         
    193        193                                                84,355                                                         
    194        194                                                34,681                                                         
    195        195                                                89,915                                                         
    196        196                                               327,775                                                         
    197        197                                               102,644                                                         
    198        198                                               157,543                                                         
    199        199                                                68,831                                                         
    200        200                                                67,952                                                         
    201        201                                                78,637                                                         
    202        202                                                77,855                                                         
    203        203                                                96,304                                                         
    204        204                                                57,934                                                         
    205        205                                               183,335                                                         
    206        206                                               134,099                                                         
    207        207                                                69,708                                                         
    208        208                                                45,128                                                         
    209        209                                                36,201                                                         
    210        210                                               117,870                                                         
    211        211                                                94,970                                                         


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                                           U/W NET          ANNUAL DEBT               MORTGAGE      INTEREST   
  LOAN #    CONTROL #        U/W REV      CASH FLOW           SERVICE       DSCR        RATE          CALC.    
---------------------------------------------------------------------------------------------------------------
                                                                                                               
     1         001         10,906,365      6,758,277         4,803,059      1.49       7.9900%     Actual/360  
     2         002          2,173,399      1,491,239           725,737      1.49       7.9900%     Actual/360  
     3         003         80,308,000     48,319,000         4,531,973      2.79       7.7500%       30/360    
     4         004          7,820,308      4,677,628         3,538,647      1.33       7.2500%     Actual/360  
     4         004A         3,806,567      2,047,824                        1.33       7.2500%                 
     4         004B         1,852,947      1,338,008                        1.33       7.2500%                 
     4         004C         1,496,773        916,828                        1.33       7.2500%                 
     4         004D           664,021        374,968                        1.33       7.2500%                 
     5         005            978,645        646,702           452,643      1.33       6.6600%     Actual/360  
     6         006          5,869,857      4,741,440         3,922,234      1.21       8.1300%     Actual/360  
     7         007         29,803,090     15,079,621         3,390,871      1.48       7.3250%     Actual/360  
     7         007A        20,326,859      9,787,914                        1.48       7.3250%                 
     7         007B         9,476,231      5,291,707                        1.48       7.3250%                 
     8         008         52,839,641     17,458,428         3,189,750      1.37       7.6400%     Actual/360  
     9         009         16,863,737      4,730,075         2,984,215      1.59       8.8500%     Actual/360  
    10         010          5,455,083      3,400,576         2,451,784      1.39       9.0100%     Actual/360  
    11         011          4,190,206      2,704,170         2,215,461      1.22       8.0700%     Actual/360  
    11         011A         2,720,777      1,690,034                        1.22       8.0700%                 
    11         011B           578,867        431,902                        1.22       8.0700%                 
    11         011C           547,944        354,816                        1.22       8.0700%                 
    11         011D           342,618        227,418                        1.22       8.0700%                 
    12         012          5,592,411      2,505,012         2,178,196      1.26       8.7850%     Actual/360  
    13         013          2,983,928      2,037,666         1,920,160      1.23       8.1500%     Actual/360  
    14         014          3,737,576      2,722,674         2,054,337      1.33       8.9000%     Actual/360  
    14         014A         1,275,876        936,302           643,007      1.33       8.9000%                 
    14         014B         1,028,993        750,422           591,649      1.33       8.9000%                 
    14         014C           962,394        703,048           573,720      1.33       8.9000%                 
    14         014D           470,313        332,902           246,520      1.33       8.9000%                 
    15         015          5,152,670      3,239,948         2,142,454      1.51       9.1600%     Actual/360  
    16         016          5,352,079      2,424,209         1,826,661      1.33       8.2300%     Actual/360  
    17         017          3,647,177      2,131,267         1,707,734      1.25       7.8100%     Actual/360  
    18         018          3,601,374      2,170,202         1,777,761      1.22       8.7100%     Actual/360  
    18         018A         3,013,162      1,706,120                        1.22       8.7100%                 
    18         018B           588,212        464,082                        1.22       8.7100%                 
    19         019          3,049,572      2,322,924         1,754,826      1.32       8.4600%     Actual/360  
    20         020          1,871,983        636,274           681,283      1.33       9.1300%     Actual/360  
    21         021          2,072,411        640,874           480,588      1.33       9.1300%     Actual/360  
    22         022          1,477,971        394,784           295,839      1.33       9.1300%     Actual/360  
    23         023          5,584,848      2,069,702         1,371,903      1.51       8.2500%     Actual/360  
    23         023A         1,117,735        488,582           321,688      1.51       8.2500%                 
    23         023B         1,137,972        462,355           312,226      1.51       8.2500%                 
    23         023C         1,215,155        417,073           307,496      1.51       8.2500%                 
    23         023D         1,068,994        366,472           274,381      1.51       8.2500%                 
    23         023E         1,044,992        335,220           156,113      1.51       8.2500%                 
    24         024          2,104,079      1,555,006         1,263,141      1.23       8.9000%     Actual/360  
    25         025          2,693,487      1,385,457         1,076,593      1.29       7.4200%     Actual/360  
    26         026          1,890,578      1,423,068         1,132,387      1.26       8.5200%     Actual/360  
    27         027          1,774,317      1,356,502         1,083,849      1.25       8.2700%     Actual/360  
    28         028          1,956,968      1,293,077         1,048,378      1.23       8.0200%     Actual/360  
    29         029          5,370,478      1,706,734         1,221,148      1.40       9.3900%     Actual/360  
    30         030          5,697,302      1,532,822         1,072,845      1.43       9.1200%     Actual/360  
    31         031          6,899,656      3,622,560         1,014,731      3.57       9.0100%       30/360    
    32         032          1,676,488      1,074,051           888,897      1.21       8.1000%     Actual/360  
    33         033          1,513,274        954,576           833,283      1.15       7.4500%     Actual/360  
    34         034          1,058,379        677,632           603,125      1.12       8.6000%     Actual/360  
    35         035            466,012        234,297           201,042      1.12       8.6000%     Actual/360  
    36         036            236,875        152,321           148,136      1.12       8.6000%     Actual/360  
    37         037          1,433,003        966,215           771,652      1.25       8.0000%     Actual/360  
    38         038          1,412,281      1,033,991           778,520      1.33       8.1100%     Actual/360  
    39         039          1,534,083        947,541           790,202      1.20       8.3300%     Actual/360  
    40         040          1,460,376        849,829           697,610      1.22       7.3100%       30/360    
    41         041          1,220,026        919,173           756,120      1.22       8.9800%     Actual/360  
    42         042          1,477,656        960,588           725,963      1.32       8.7000%     Actual/360  
    43         043          1,590,259        907,790           697,421      1.30       8.3000%     Actual/360  
    44         044          3,142,256      1,087,140           708,030      1.54       8.7500%     Actual/360  
    45         045          3,219,276      1,854,568           672,347      2.76       8.1900%       30/360    
    46         046          1,201,569        895,525           593,795      1.51       7.5100%     Actual/360  
    47         047          1,594,296        795,932           622,816      1.28       8.1100%     Actual/360  
    48         048          1,167,950        798,493           612,460      1.30       8.2400%     Actual/360  
    49         049            846,687        785,978           650,197      1.21       8.9900%     Actual/360  
    50         050          5,067,400      3,061,604           567,354      5.40       7.4900%     Actual/360  
    51         051          3,240,375        910,627           624,787      1.46       8.6700%     Actual/360  
    52         052          1,035,750        656,790           527,635      1.24       7.5300%     Actual/360  
    53         053          4,686,510      2,738,261           549,387      4.98       8.5700%       30/360    
    54         054            944,525        740,421           553,199      1.34       8.1400%     Actual/360  
    55         055            931,162        661,256           529,817      1.25       8.0300%     Actual/360  
    56         056          1,450,955        691,122           529,095      1.31       7.2500%       30/360    
    57         057          1,372,728        736,830           557,413      1.32       8.7500%     Actual/360  
    58         058          3,841,376        977,914           607,334      1.61       9.9300%     Actual/360  
    59         059            886,313        710,336           468,771      1.52       7.5600%     Actual/360  
    60         060          1,610,158        673,881           526,916      1.28       8.8200%     Actual/360  
    61         061          1,350,985        671,242           501,943      1.34       8.4800%     Actual/360  
    62         062          1,240,800        667,045           491,742      1.36       8.9000%     Actual/360  
    63         063            761,882        571,241           474,165      1.20       8.8000%     Actual/360  
    64         064            826,892        543,173           443,610      1.22       8.0800%     Actual/360  
    65         065            787,335        559,779           448,275      1.25       7.7400%     Actual/360  
    66         066          3,649,797        715,140           506,646      1.41       9.3900%     Actual/360  
    67         067            891,710        520,646           416,641      1.25       7.8500%     Actual/360  
    67         067A           563,235        330,529           267,345      1.25       7.8500%                 
    67         067B           328,475        190,117           149,296      1.25       7.8500%                 
    68         068          4,666,960      3,095,146           353,628      8.75       7.8200%       30/360    
    69         069            804,986        563,149           514,183      1.10       7.9400%       30/360    
    70         070            939,353        490,093           390,705      1.25       8.3340%     Actual/360  
    71         071          1,213,167        509,336           393,473      1.29       8.4100%     Actual/360  
    72         072          1,056,152        612,935           424,740      1.44       9.3500%     Actual/360  
    73         073            595,698        470,447           392,252      1.20       9.0400%     Actual/360  
    74         074          3,630,400      2,453,181           327,736      7.49       8.1300%       30/360    
    75         075            747,011        539,979           383,735      1.41       8.6100%     Actual/360  
    76         076            770,754        432,063           360,183      1.20       8.5100%     Actual/360  
    77         077          1,698,536        536,909           393,491      1.36       9.6800%     Actual/360  
    78         078          1,089,180        614,324           341,677      1.80       8.8090%     Actual/360  
    79         079          4,853,750        583,430           358,120      1.63       9.3750%     Actual/360  
    80         080            749,664        362,504           303,226      1.20       7.9900%     Actual/360  
    81         081          1,163,396        422,825           311,118      1.36       8.4100%     Actual/360  
    82         082            599,528        373,068           344,200      1.27       9.7100%     Actual/360  
    83         083            641,677        420,616           311,100      1.35       8.5700%     Actual/360  
    84         084          2,050,824      1,200,759           305,097      3.94       7.8700%     Actual/360  
    85         085            718,826        390,667           308,147      1.27       8.9700%     Actual/360  
    86         086            452,838        352,011           281,602      1.25       8.1100%     Actual/360  
    87         087          3,628,752      2,548,216           250,992     10.15       8.0300%       30/360    
    88         088            645,417        407,493           302,307      1.35       8.6100%     Actual/360  
    89         089          5,659,000      3,496,550           225,262     15.52       7.4200%       30/360    
    90         090            446,771        337,797           268,498      1.26       8.2600%     Actual/360  
    91         091            537,664        400,905           269,453      1.49       8.6400%     Actual/360  
    92         092            828,277        432,276           338,744      1.28       8.4800%     Actual/360  
    93         093          1,144,134        366,368           268,141      1.37       8.5000%     Actual/360  
    94         094            586,868        360,129           264,167      1.36       8.5500%     Actual/360  
    95         095            399,846        303,952           244,233      1.24       8.1100%     Actual/360  
    96         096            299,145        285,221           233,237      1.22       6.9000%       30/360    
    97         097          1,992,618      1,153,183           233,913      4.93       7.6400%       30/360    
    98         098            420,506        310,558           258,186      1.20       8.7900%     Actual/360  
    99         099          4,241,850      2,900,457           201,269     14.41       7.5100%       30/360    
    100        100          1,848,063      1,231,821           258,828      4.76       7.1500%       30/360    
    101        101            526,989        280,002           231,113      1.21       8.1000%     Actual/360  
    102        102            704,983        308,037           237,133      1.30       8.5000%     Actual/360  
    103        103            560,964        367,789           244,198      1.51       9.1300%     Actual/360  
    104        104            726,235        318,422           242,904      1.31       9.0700%     Actual/360  
    105        105            458,546        302,231           237,082      1.27       8.8000%     Actual/360  
    106        106          1,520,547        688,445           243,700      2.82       7.6100%       30/360    
    107        107            718,760        402,567           191,499      2.10       7.5000%       30/360    
    108        108            684,656        317,672           219,006      1.45       8.5300%     Actual/360  
    109        109          3,251,976      2,015,407           204,771      9.84       7.9800%       30/360    
    110        110            858,912        569,998           197,539      2.89       7.7400%       30/360    
    111        111          3,677,670      2,342,363           174,350     13.43       7.6700%       30/360    
    112        112            953,302        362,040           240,985      1.50       9.7700%     Actual/360  
    113        113          4,847,748      3,268,481           232,794     14.04       8.7200%       30/360    
    114        114            430,657        300,559           195,437      1.54       7.5200%     Actual/360  
    115        115          1,132,379        497,640           168,949      2.95       6.7500%     Actual/360  
    116        116            632,763        268,601           204,576      1.31       9.2350%     Actual/360  
    117        117            622,192        364,324           172,426      2.11       7.3000%     Actual/360  
    118        118            369,662        258,769           189,501      1.37       8.5200%     Actual/360  
    119        119            490,772        220,222           188,072      1.17       8.3750%     Actual/360  
    120        120            302,343        230,850           182,811      1.26       8.1600%     Actual/360  
    121        121            496,878        242,147           181,825      1.33       8.3400%     Actual/360  
    122        122            901,119        330,838           213,138      1.55       9.7700%     Actual/360  
    123        123            430,537        258,707           183,350      1.41       8.4300%     Actual/360  
    124        124          1,002,279        724,488           247,250      2.93       9.1400%     Actual/360  
    125        125            300,424        289,251           174,705      1.66       8.4000%     Actual/360  
    126        126            394,990        212,637           180,890      1.18       8.2000%     Actual/360  
    127        127          1,073,538        485,636           160,564      3.02       6.9600%       30/360    
    128        128            346,491        211,108           169,356      1.25       8.8800%     Actual/360  
    129        129          3,731,185      2,653,738           181,174     14.65       8.2800%       30/360    
    130        130          4,179,000      3,135,910           125,298     25.03       6.8100%       30/360    
    131        131            512,517        259,508           135,698      1.91       7.6100%       30/360    
    132        132            934,270        422,251           157,504      2.68       7.7400%       30/360    
    133        133            346,653        190,658           150,732      1.26       9.0800%     Actual/360  
    134        134            516,664        277,994           139,113      2.00       8.0900%     Actual/360  
    135        135          1,842,697        950,712           183,665      5.18       8.7000%     Actual/360  
    136        136          1,679,128      1,103,103           121,875      9.05       7.6500%     Actual/360  
    137        137            372,101        183,938           134,596      1.37       8.2000%     Actual/360  
    138        138            658,126        389,412           137,499      2.83       7.8800%       30/360    
    139        139            359,138        200,332           146,399      1.37       8.6200%     Actual/360  
    140        140            505,020        299,460           124,396      2.41       7.2800%     Actual/360  
    141        141            385,110        225,664           122,690      1.84       8.2800%     Actual/360  
    142        142            375,713        184,767           132,267      1.40       8.7900%     Actual/360  
    143        143          1,151,896        831,511           129,554      6.42       7.9900%       30/360    
    144        144            294,423        149,611           119,775      1.25       8.0800%     Actual/360  
    145        145            572,585        174,083           124,991      1.39       8.9100%       30/360    
    146        146            778,270        462,283           113,770      4.06       8.4500%       30/360    
    147        147          1,032,300        434,720           133,638      3.25       8.1000%     Actual/360  
    148        148            229,657        146,188           122,998      1.19       8.2500%     Actual/360  
    149        149            372,123        199,840           124,979      1.60       8.6250%     Actual/360  
    150        150          1,116,039        522,437           141,880      3.68       7.8300%       30/360    
    151        151          1,720,400      1,024,480           102,184     10.03       8.1900%       30/360    
    152        152            222,034        147,372           117,556      1.25       9.2100%     Actual/360  
    153        153            265,221        188,448           142,406      1.32       8.6700%     Actual/360  
    154        154            506,860        247,034           102,803      2.40       8.1600%       30/360    
    155        155            958,005        453,057            96,518      4.69       7.4000%     Actual/360  
    156        156            578,240        484,090            95,715      5.06       8.2800%     Actual/360  
    157        157            507,526        275,300            86,439      3.18       6.7500%     Actual/360  
    158        158            329,863        143,159            92,270      1.55       8.5000%     Actual/360  
    159        159            561,420        357,761            99,478      3.60       7.8800%       30/360    
    160        160            154,976        115,414            88,705      1.30       8.3700%     Actual/360  
    161        161          1,546,030        670,946           104,085      6.45       8.1400%       30/360    
    162        162          2,403,947      1,912,319            70,221     27.23       7.8000%     Actual/360  
    163        163            639,600        360,872            99,212      3.64       8.1700%     Actual/360  
    164        164            238,236        160,089            66,544      2.41       7.3100%     Actual/360  
    165        165            796,294        499,179            90,307      5.53       7.7400%       30/360    
    166        166            301,915        196,838            64,190      3.07       8.4300%       30/360    
    167        167            468,320        165,432            69,578      2.38       9.1200%     Actual/360  
    168        168            535,760        266,617            61,515      4.33       7.8700%     Actual/360  
    169        169            434,603        301,719            72,604      4.16       9.4800%       30/360    
    170        170            273,060        204,798            57,686      3.55       8.7700%     Actual/360  
    171        171          1,718,040        764,208            75,354     10.14       8.1800%       30/360    
    172        172          1,923,072      1,285,149            48,695     26.39       8.0500%       30/360    
    173        173            814,702        580,404            51,059     11.37       7.5400%     Actual/360  
    174        174            571,670        295,290            51,482      5.74       7.7300%       30/360    
    175        175            646,771        466,900            63,837      7.31       8.2000%       30/360    
    176        176            285,000        194,667            48,003      4.06       8.1400%       30/360    
    177        177            905,056        554,264            62,011      8.94       7.7200%       30/360    
    178        178            294,480        206,341            40,285      5.12       7.6800%       30/360    
    179        179            458,550        310,714            41,748      7.44       7.4500%       30/360    
    180        180            288,480        193,481            45,340      4.27       7.3700%     Actual/360  
    181        181          1,100,400        626,923            51,046     12.28       7.8200%       30/360    
    182        182            218,509        120,561            51,263      2.35       7.8900%       30/360    
    183        183            150,987         92,308            34,722      2.66       7.2300%       30/360    
    184        184            347,400        239,260            45,181      5.30       7.7500%       30/360    
    185        185            193,056        125,237            34,375      3.64       7.8800%       30/360    
    186        186            201,221        156,182            34,016      4.59       8.7600%       30/360    
    187        187            208,692        128,657            33,142      3.88       7.9300%       30/360    
    188        188          2,737,100      2,159,406            29,886     72.25       7.6800%       30/360    
    189        189            320,700        241,262            36,719      6.57       8.0500%     Actual/360  
    190        190            262,500        182,390            21,158      8.62       7.2700%       30/360    
    191        191            440,604        282,446            22,400     12.61       7.2000%       30/360    
    192        192            161,040         90,587            29,017      3.12       8.2000%       30/360    
    193        193            106,500         84,355            18,236      4.63       7.1500%       30/360    
    194        194             75,444         34,681            22,261      1.56       7.7000%     Actual/360  
    195        195            129,120         89,915            18,967      4.74       8.0200%       30/360    
    196        196            484,500        327,775            31,810     10.30       7.3300%       30/360    
    197        197            128,400        102,644            17,070      6.01       7.5700%     Actual/360  
    198        198            197,628        157,543            23,465      6.71       8.3800%       30/360    
    199        199            121,721         68,831            24,260      2.84       8.8200%     Actual/360  
    200        200            102,000         67,952            22,221      3.06       7.4800%       30/360    
    201        201            109,320         78,637            23,823      3.30       7.1300%       30/360    
    202        202            116,700         77,855            13,529      5.75       7.8000%     Actual/360  
    203        203            132,600         96,304            12,796      7.53       7.6700%       30/360    
    204        204             98,400         57,934            17,620      3.29       8.4000%       30/360    
    205        205            255,000        183,335            20,733      8.84       6.8200%       30/360    
    206        206            193,572        134,099            11,375     11.79       8.3500%       30/360    
    207        207            100,800         69,708            14,329      4.86       7.3500%       30/360    
    208        208             62,400         45,128            13,472      3.35       7.6500%       30/360    
    209        209             50,700         36,201            13,679      2.65       8.6100%       30/360    
    210        210            184,800        117,870            15,559      7.58       7.3400%       30/360    
    211        211            156,000         94,970            15,097      6.29       8.8400%       30/360    

424B5
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                              STATED               ANTICIPATED                                 ORIGINAL                           
                             MATURITY               REPAYMENT               ANTICIPATED          AMORT             REMAINING      
  LOAN #    CONTROL #          DATE                   DATE                REMAINING TERM         TERM               LOCKOUT       
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
     1         001            5/11/29                5/11/09                   106                360                 103         
     2         002            5/11/29                5/11/09                   106                360                 103         
     3         003            4/9/30                 4/9/10                    117                300                 110         
     4         004            6/11/28                6/11/08                    95                360                  88         
     4         004A           6/11/28                6/11/08                    95                360                             
     4         004B           6/11/28                6/11/08                    95                360                             
     4         004C           6/11/28                6/11/08                    95                360                             
     4         004D           6/11/28                6/11/08                    95                360                             
     5         005            6/11/28                6/11/08                    95                357                  88         
     6         006            4/11/31                4/11/10                   117                360                 113         
     7         007            7/11/28                7/11/08                    96                348                  93         
     7         007A           7/11/28                7/11/08                    96                348                             
     7         007B           7/11/28                7/11/08                    96                348                             
     8         008           10/11/28               10/11/08                    99                360                  96         
     9         009            1/1/25                 1/1/10                    114                300                 110         
    10         010            2/11/30                2/11/10                   115                360                 108         
    11         011            5/11/30                5/11/10                   118                360                 115         
    11         011A           5/11/30                5/11/10                   118                360                             
    11         011B           5/11/30                5/11/10                   118                360                             
    11         011C           5/11/30                5/11/10                   118                360                             
    11         011D           5/11/30                5/11/10                   118                360                             
    12         012            6/11/30                6/11/10                   119                360                 115         
    13         013            5/11/30                5/11/10                   118                360                 115         
    14         014            4/1/30                 4/1/10                    117                360                 113         
    14         014A                                                            117                                                
    14         014B                                                            117                                                
    14         014C                                                            117                                                
    14         014D                                                            117                                                
    15         015            2/11/25                2/11/10                   115                300                 111         
    16         016            5/11/10                                          118                360                 111         
    17         017            4/1/09                                           105                360                 101         
    18         018            1/11/30                1/11/10                   114                360                 110         
    18         018A           1/11/30                1/11/10                   114                360                             
    18         018B           1/11/30                1/11/10                   114                360                             
    19         019            5/1/24                 5/1/10                    118                288                 114         
    20         020            6/11/25                6/11/10                   119                300                 112         
    21         021            6/11/25                6/11/10                   119                300                 112         
    22         022            6/11/25                6/11/10                   119                300                 112         
    23         023            1/1/09                                           102                300                  98         
    23         023A           1/1/09                                           102                300                             
    23         023B           1/1/09                                           102                300                             
    23         023C           1/1/09                                           102                300                             
    23         023D           1/1/09                                           102                300                             
    23         023E           1/1/09                                           102                300                             
    24         024            5/11/10                                          118                360                 114         
    25         025            5/1/08                                            94                340                  90         
    26         026            7/1/06                                            72                360                  68         
    27         027            12/1/29                11/1/09                   112                360                 108         
    28         028            9/1/09                                           110                360                 106         
    29         029            5/11/25                5/11/10                   118                300                 114         
    30         030            5/11/25                5/11/10                   118                300                 111         
    31         031            3/1/10                                           116                360                 112         
    32         032            8/1/09                                           109                360                 102         
    33         033            11/1/09                                          112                360                 108         
    34         034            1/1/10                                           114                240                 110         
    35         035            1/1/10                                           114                240                 110         
    36         036            1/1/10                                           114                240                 110         
    37         037            1/1/09                                           102                360                  98         
    38         038            4/1/09                                           105                360                 101         
    39         039            1/11/10                                          114                360                 110         
    40         040            9/1/24                                           290                300                 110         
    41         041            6/11/30                6/11/10                   119                360                 115         
    42         042            5/11/30                5/11/10                   118                360                 111         
    43         043            4/11/30                4/11/10                   117                360                 113         
    44         044            6/11/30                6/11/10                   119                360                 116         
    45         045            2/1/08                                            91                360                  72         
    46         046            4/11/30                4/11/10                   117                360                 113         
    47         047            5/1/09                                           106                360                 102         
    48         048            1/1/10                                           114                360                 110         
    49         049            3/11/30                3/11/10                   116                360                 112         
    50         050            9/1/09                                           110                360                 106         
    51         051            5/1/09                                           106                300                 102         
    52         052            5/1/09                                           106                360                 103         
    53         053            4/1/10                                           117                480                 113         
    54         054            11/1/09                                          112                360                 108         
    55         055            9/1/09                                           110                360                 106         
    56         056            1/1/09                                           102                300                  42         
    57         057           12/11/24               12/11/09                   113                300                 109         
    58         058            2/11/25                2/11/10                   115                300                 111         
    59         059            8/1/09                                           109                360                  49         
    60         060            6/11/30                6/11/10                   119                336                 115         
    61         061            1/11/30                1/11/10                   114                360                 110         
    62         062            2/1/10                                           115                480                 111         
    63         063            2/11/30                2/11/10                   115                360                 111         
    64         064            9/1/29                 9/1/09                    110                360                  50         
    65         065            4/1/09                                           105                300                 101         
    66         066            3/11/25                3/11/10                   116                300                 114         
    67         067            9/1/09                                           110                360                 106         
    67         067A           9/1/09                                           110                360                             
    67         067B           9/1/09                                           110                360                             
    68         068            10/1/09                                          111                720                  92         
    69         069            8/1/14                                           169                180                 162         
    70         070            5/11/30                5/11/10                   118                360                 115         
    71         071           10/11/29               10/11/09                   111                360                 109         
    72         072            3/11/25                3/11/10                   116                300                 109         
    73         073            2/11/30                2/11/10                   115                360                 111         
    74         074            3/1/10                                           116                720                  97         
    75         075            7/1/24                 7/1/09                    108                300                 101         
    76         076            4/11/25                4/11/10                   117                360                 113         
    77         077            5/11/25                5/11/10                   118                300                 114         
    78         078            5/11/30                5/11/10                   118                360                 111         
    79         079            1/11/25                1/11/10                   114                300                 110         
    80         080            9/1/09                                           110                360                 103         
    81         081           10/11/29               10/11/09                   111                360                 109         
    82         082            5/11/30                5/11/05                    58                360                  51         
    83         083            4/11/30                4/11/10                   117                360                 115         
    84         084            1/1/10                                           114                300                 110         
    85         085            6/11/30                6/11/10                   119                360                 116         
    86         086            10/1/09                                          111                360                 107         
    87         087            4/1/10                                           117                720                 113         
    88         088            11/1/09                                          112                300                 108         
    89         089            8/1/09                                           109                720                  90         
    90         090            9/1/09                                           110                360                 106         
    91         091            7/1/29                 7/1/09                    108                360                  48         
    92         092            10/1/14                                          171                180                 134         
    93         093           12/11/24               12/11/09                   113                300                 106         
    94         094            7/1/09                                           108                324                 104         
    95         095            10/1/09                                          111                360                 107         
    96         096            6/1/24                                           287                300                 106         
    97         097            8/1/09                                           109                360                 105         
    98         098            1/11/30                1/11/10                   114                360                 110         
    99         099            8/1/09                                           109                720                 105         
    100        100            8/1/18                                           217                240                 156         
    101        101            7/1/09                                           108                360                 104         
    102        102            3/11/30                3/11/10                   116                360                 112         
    103        103            5/11/30                5/11/10                   118                360                 114         
    104        104            2/11/30                2/11/10                   115                360                 112         
    105        105           11/11/29               11/11/09                   112                360                 105         
    106        106            10/1/09                                          111                240                  93         
    107        107            9/1/09                                           110                480                 106         
    108        108            1/11/30                1/11/10                   114                360                 110         
    109        109            11/1/09                                          112                360                  76         
    110        110            8/1/09                                           109                360                  90         
    111        111            11/1/09                                          112                720                 108         
    112        112            6/11/25                6/11/10                   119                300                 115         
    113        113            3/1/20                                           236                240                 232         
    114        114            10/1/09                                          111                300                 107         
    115        115            7/1/09                                           108                360                 104         
    116        116            5/11/30                5/11/10                   118                360                 111         
    117        117            7/1/09                                           108                360                 104         
    118        118            4/11/30                4/11/10                   117                360                 110         
    119        119            12/1/08                                          101                360                  41         
    120        120            10/1/09                                          111                360                 107         
    121        121           12/11/29               12/11/09                   113                360                 110         
    122        122            6/11/25                6/11/10                   119                300                 115         
    123        123            7/1/09                                           108                360                 104         
    124        124            2/1/15                                           175                180                 171         
    125        125            5/11/30                5/11/10                   118                360                 111         
    126        126            3/1/09                                           104                300                 100         
    127        127            5/1/09                                           106                300                 102         
    128        128            1/11/30                1/11/10                   114                360                 111         
    129        129            4/1/20                                           237                240                 233         
    130        130            8/1/09                                           109                360                  91         
    131        131            5/1/09                                           106                360                 102         
    132        132            9/1/19                                           230                240                 226         
    133        133           12/11/29               12/11/09                   113                360                 109         
    134        134            2/1/10                                           115                360                 111         
    135        135            3/1/15                                           176                180                 172         
    136        136            10/1/09                                          111                480                 107         
    137        137            11/1/09                                          112                360                 108         
    138        138            1/1/10                                           114                300                 110         
    139        139            11/1/09                                          112                300                 108         
    140        140            7/1/09                                           108                360                 104         
    141        141            1/1/10                                           114                480                 110         
    142        142            1/1/10                                           114                360                 110         
    143        143            1/1/10                                           114                300                 110         
    144        144            4/1/09                                           105                360                 101         
    145        145            10/1/14                                          171                360                 111         
    146        146            1/1/15                                           174                480                 170         
    147        147            11/1/19                                          232                240                 228         
    148        148            6/1/09                                           107                300                 103         
    149        149           11/11/09                                          112                300                 108         
    150        150            9/1/14                                           170                180                 166         
    151        151            4/1/10                                           117                480                 113         
    152        152            1/11/30                1/11/10                   114                360                 112         
    153        153            12/1/09                                          113                180                 109         
    154        154            10/1/09                                          111                360                 107         
    155        155            8/1/09                                           109                360                 105         
    156        156            4/1/10                                           117                480                 113         
    157        157           11/11/08                                          100                360                  96         
    158        158           11/11/09                                          112                360                 108         
    159        159            10/1/19                                          231                240                 227         
    160        160            1/1/10                 1/1/10                    114                360                 110         
    161        161            12/1/14                                          173                180                 169         
    162        162            8/1/14                                           169                480                 165         
    163        163            3/1/15                                           176                180                 172         
    164        164            4/1/09                                           105                360                 101         
    165        165            7/1/14                                           168                180                 164         
    166        166            3/1/10                                           116                480                 112         
    167        167            4/1/10                                           117                360                  98         
    168        168            1/1/10                                           114                360                 110         
    169        169            3/1/20                                           236                240                 232         
    170        170            2/1/10                                           115                480                 111         
    171        171            7/1/14                                           168                180                 164         
    172        172            12/1/09                                          113                720                 109         
    173        173            10/1/09                                          111                360                 107         
    174        174            9/1/09                                           110                360                 106         
    175        175            6/1/15                                           179                180                 175         
    176        176            4/1/10                                           117                360                 113         
    177        177            9/1/14                                           170                180                 134         
    178        178            9/1/09                                           110                480                 106         
    179        179            7/1/09                                           108                360                 104         
    180        180            7/1/09                                           108                240                 104         
    181        181            1/1/10                                           114                180                 110         
    182        182            7/1/14                                           168                180                 164         
    183        183            5/1/09                                           106                360                 102         
    184        184            8/1/14                                           169                180                 165         
    185        185            7/1/09                                           108                300                 104         
    186        186            10/1/09                                          111                360                 107         
    187        187            7/1/09                                           108                300                 104         
    188        188            8/1/09                                           109                360                  91         
    189        189            11/1/14                                          172                180                 168         
    190        190            8/1/09                                           109                480                 105         
    191        191            5/1/09                                           106                360                 102         
    192        192            5/1/15                                           178                180                 174         
    193        193            6/1/09                                           107                360                 103         
    194        194            7/1/09                                           108                240                 104         
    195        195            10/1/09                                          111                360                 107         
    196        196            8/1/09                                           109                120                 105         
    197        197            10/1/09                                          111                360                 107         
    198        198            1/1/15                                           174                180                 170         
    199        199            10/1/14                                          171                180                 167         
    200        200            6/1/14                                           167                180                 163         
    201        201            5/1/09                                           106                120                 102         
    202        202            10/1/09                                          111                360                 107         
    203        203            8/1/09                                           109                360                 105         
    204        204            12/1/14                                          173                180                 169         
    205        205            6/1/09                                           107                120                 103         
    206        206            1/1/10                                           114                360                 110         
    207        207            5/1/14                                           166                180                 162         
    208        208            7/1/14                                           168                180                 164         
    209        209            4/1/15                                           177                180                 173         
    210        210            6/1/09                                           107                120                 103         
    211        211            2/1/10                                           115                120                 111         

424B5
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                                                 REMAINING                                                                  
                                REMAINING       LOCKOUT AND                                       ANTICIPATED               
                               LOCKOUT AND         YM AND    YM PENALTY                            REPAYMENT                
  LOAN #    CONTROL #              YM            PENALTIES      CODE           VALUE       LTV     DATE LTV       LOCKBOX   
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
     1         001                 103              103                      82,500,000    65%       59%           Hard     
     2         002                 103              103                      13,300,000    65%       59%           Hard     
     3         003                 110              110                     695,000,000    28%       23%           Hard     
     4         004                  88               88                      57,200,000    75%       67%           Hard     
     4         004A                                                          26,400,000    75%                              
     4         004B                                                          15,400,000    75%                              
     4         004C                                                          10,800,000    75%                              
     4         004D                                                           4,600,000    75%                              
     5         005                  88               88                       7,400,000    75%       67%           Hard     
     6         006                 113              113                      56,000,000    79%       72%           Hard     
     7         007                  93               93                     218,000,000    55%       49%           Hard     
     7         007A                                                         153,000,000    55%                              
     7         007B                                                          65,000,000    55%                              
     8         008                  96               96                     226,000,000    65%       59%           Hard     
     9         009                 110              110                      53,000,000    56%       48%         Springing  
    10         010                 108              108                      44,000,000    58%       53%           Hard     
    11         011                 115              115                      34,400,000    73%       65%           Hard     
    11         011A                                                          20,500,000    73%                              
    11         011B                                                           5,800,000    73%                              
    11         011C                                                           4,900,000    73%                              
    11         011D                                                           3,200,000    73%                              
    12         012                 115              115                      31,250,000    67%       61%           Hard     
    13         013                 115              115                      27,500,000    67%       59%           Hard     
    14         014                 113              113                      32,620,000    66%       60%           Hard     
    14         014A                                                          10,200,000    66%                              
    14         014B                                                           9,400,000    66%                              
    14         014C                                                           9,100,000    66%                              
    14         014D                                                           3,920,000    66%                              
    15         015                 111              111                      40,000,000    52%       45%           Hard     
    16         016                 111              111                      38,500,000    53%       47%         Springing  
    17         017                 101              101                      26,250,000    75%       67%           None     
    18         018                 110              110                      26,500,000    71%       65%         Springing  
    18         018A                                                          20,500,000    71%                              
    18         018B                                                           6,000,000    71%                              
    19         019                 114              114                      25,800,000    70%       57%           Hard     
    20         020                 112              112                       9,700,000    56%       46%           Hard     
    21         021                 112              112                       7,400,000    56%       46%           Hard     
    22         022                 112              112                       4,900,000    56%       46%           Hard     
    23         023                  98               98                      26,150,000    54%       46%           None     
    23         023A                                                           5,500,000    54%       46%                    
    23         023B                                                           5,150,000    54%       46%                    
    23         023C                                                           5,600,000    54%       46%                    
    23         023D                                                           5,300,000    54%       46%                    
    23         023E                                                           4,600,000    54%       46%                    
    24         024                 114              114                      17,600,000    75%       68%           Hard     
    25         025                  90               90                      17,800,000    71%       64%           None     
    26         026                  68               68                      17,600,000    69%       66%           None     
    27         027                 108              108                      16,795,000    71%       64%         Springing  
    28         028                 106              106                      16,200,000    73%       66%         Springing  
    29         029                 114              114                      16,800,000    70%       60%         Springing  
    30         030                 111              111                      15,900,000    66%       56%         Springing  
    31         031                 112              112                      38,130,000    27%       25%           None     
    32         032                 102              102                      13,600,000    73%       66%           None     
    33         033                 108              108                      13,000,000    76%       68%           None     
    34         034                 110              110                       7,950,000    52%       37%         Springing  
    35         035                 110              110                       7,000,000    52%       37%         Springing  
    36         036                 110              110                       2,300,000    52%       37%         Springing  
    37         037                  98               98                      12,100,000    72%       65%           None     
    38         038                 101              101                      11,165,000    78%       70%           None     
    39         039                 110              110                      11,300,000    77%       69%           None     
    40         040                 170              170       Y1             10,650,000    74%                   Springing  
    41         041                 115              115                      10,500,000    75%       68%           Hard     
    42         042                 111              111                      10,300,000    75%       68%           Hard     
    43         043                 113              113                      12,250,000    63%       57%         Springing  
    44         044                 116              116                      11,400,000    66%       60%         Springing  
    45         045                  72               72                      19,500,000    38%       34%           None     
    46         046                 113              113                      10,100,000    70%       62%         Springing  
    47         047                 102              102                       9,700,000    72%       65%           None     
    48         048                 110              110                       8,500,000    80%       72%           None     
    49         049                 112              112                       8,800,000    76%       70%           Hard     
    50         050                 106              106                      33,100,000    20%       18%           None     
    51         051                 102              102                       9,300,000    68%       58%           None     
    52         052                 103              103                       8,300,000    75%       67%           None     
    53         053                 113              113                      29,600,000    21%       20%           None     
    54         054                 108              108                       8,800,000    70%       63%           Hard     
    55         055                 106              106                       8,250,000    72%       65%           None     
    56         056                  96               96       Y2              8,400,000    71%       57%         Springing  
    57         057                 109              109                       9,700,000    58%       49%         Springing  
    58         058                 111              111                       9,550,000    58%       51%           Hard     
    59         059                 105              105       Y6              8,350,000    66%       59%           None     
    60         060                 115              115                       7,550,000    72%       64%         Springing  
    61         061                 110              110                       6,900,000    79%       71%         Springing  
    62         062                 111              111                       7,400,000    72%       69%           None     
    63         063                 111              111                       6,700,000    74%       68%         Springing  
    64         064                  97               97       Y3              6,450,000    77%       69%         Springing  
    65         065                 101              101                       6,375,000    76%       64%           None     
    66         066                 114              114                       7,900,000    62%       53%         Springing  
    67         067                 106              106                       6,000,000    80%       71%           None     
    67         067A                                                           3,850,000    80%       71%                    
    67         067B                                                           2,150,000    80%       71%                    
    68         068                  92              107       P5             33,500,000    13%       13%           None     
    69         069                 162              162                       6,400,000    68%                     None     
    70         070                 115              115                       5,450,000    79%       71%         Springing  
    71         071                 109              109                       5,740,000    75%       68%         Springing  
    72         072                 109              109                       6,600,000    62%       53%           Hard     
    73         073                 111              111                       6,050,000    67%       61%         Springing  
    74         074                  97              112       P5             26,520,000    15%       15%           None     
    75         075                 101              101                       5,900,000    66%       56%         Springing  
    76         076                 113              113                       5,325,000    73%       66%         Springing  
    77         077                 114              114                       5,700,000    65%       56%         Springing  
    78         078                 111              111                       5,350,000    67%       61%         Springing  
    79         079                 110              110                       5,850,000    59%       50%         Springing  
    80         080                 103              103                       4,700,000    73%       66%           None     
    81         081                 109              109                       4,570,000    74%       67%         Springing  
    82         082                  51               51                       5,700,000    50%       48%           Hard     
    83         083                 115              115                       4,500,000    74%       67%           Hard     
    84         084                 110              110                      13,100,000    25%       20%           None     
    85         085                 116              116                       4,100,000    78%       71%         Springing  
    86         086                 107              107                       4,470,000    70%       64%           None     
    87         087                 113              113                      26,800,000    12%       11%           None     
    88         088                 108              108                       5,250,000    59%       50%           None     
    89         089                  90              105       P5             39,000,000     8%        8%           None     
    90         090                 106              106                       3,950,000    75%       68%           None     
    91         091                 101              101       Y5              4,300,000    67%       61%         Springing  
    92         092                 134              167       P1              6,040,000    46%                     None     
    93         093                 106              106                       4,250,000    65%       55%         Springing  
    94         094                 104              104                       4,080,000    68%       59%           None     
    95         095                 107              107                       3,850,000    71%       64%           None     
    96         096                 106              106                       3,500,000    78%                   Springing  
    97         097                 105              105                      12,500,000    22%       19%           None     
    98         098                 110              110                       3,850,000    71%       64%         Springing  
    99         099                 105              105                      32,000,000     8%        8%           None     
    100        100                 156              213       P3             13,000,000    20%                     None     
    101        101                 104              104                       3,560,000    73%       66%           None     
    102        102                 112              112                       3,300,000    78%       70%         Springing  
    103        103                 114              114                       4,200,000    59%       55%         Springing  
    104        104                 112              112                       3,650,000    68%       63%         Springing  
    105        105                 105              105                       3,240,000    77%       70%           Hard     
    106        106                  93              107       P6              7,260,000    34%       23%           None     
    107        107                 106              106                       4,350,000    56%       52%           None     
    108        108                 110              110                       3,300,000    71%       65%         Springing  
    109        109                  76              108       P9             21,800,000    11%        9%           None     
    110        110                  90              105       P5              6,160,000    37%       33%           None     
    111        111                 108              108                      24,660,000     9%        9%           None     
    112        112                 115              115                       3,000,000    75%       65%         Springing  
    113        113                 232              232                      34,480,000     6%                     None     
    114        114                 107              107                       3,450,000    62%       50%           None     
    115        115                 104              104                       5,380,000    40%       34%           None     
    116        116                 111              111                       2,900,000    71%       66%         Springing  
    117        117                 104              104                       3,830,000    54%       47%           None     
    118        118                 110              110                       2,750,000    74%       67%         Springing  
    119        119                  97               97       Y4              2,750,000    74%       68%           None     
    120        120                 107              107                       2,600,000    78%       71%           None     
    121        121                 110              110                       2,500,000    80%       72%         Springing  
    122        122                 115              115                       2,650,000    75%       65%         Springing  
    123        123                 104              104                       2,900,000    69%       62%           None     
    124        124                 171              171                       7,630,000    26%                     None     
    125        125                 111              111                       3,550,000    54%       49%         Springing  
    126        126                 100              100                       2,500,000    76%       64%           None     
    127        127                 102              102                       5,110,000    37%       29%           None     
    128        128                 111              111                       2,300,000    77%       70%         Springing  
    129        129                 233              233                      27,930,000     6%                     None     
    130        130                  91              105       P4             33,900,000     5%        4%           None     
    131        131                 102              102                       2,800,000    57%       50%           None     
    132        132                 226              226                       4,600,000    34%                     None     
    133        133                 109              109                       2,020,000    76%       70%         Springing  
    134        134                 111              111                       3,000,000    51%       46%           None     
    135        135                 172              172                       8,350,000    18%                     None     
    136        136                 107              107                      12,000,000    12%       12%           None     
    137        137                 108              108                       2,000,000    75%       67%           None     
    138        138                 110              110                       4,110,000    36%       29%           None     
    139        139                 108              108                       2,350,000    63%       54%         Springing  
    140        140                 104              104                       3,200,000    46%       41%           None     
    141        141                 110              110                       2,380,000    59%       56%           None     
    142        142                 110              110                       1,900,000    73%       67%           None     
    143        143                 110              110                       8,750,000    16%       13%           None     
    144        144                 101              101                       1,810,000    74%       67%           None     
    145        145                 111              159       P2              3,000,000    43%       35%           None     
    146        146                 170              170                       5,100,000    25%       23%           None     
    147        147                 228              228                       4,480,000    29%                     None     
    148        148                 103              103                       1,900,000    68%       57%           None     
    149        149                 108              108                       2,150,000    59%       50%           None     
    150        150                 166              166                       5,500,000    22%                     None     
    151        151                 113              113                      10,780,000    11%       11%           None     
    152        152                 112              112                       1,620,000    74%       68%         Springing  
    153        153                 109              109                       2,000,000    59%       30%           None     
    154        154                 107              107                       2,630,000    43%       38%           None     
    155        155                 105              105                       4,770,000    24%       21%           None     
    156        156                 113              113                       5,230,000    21%       20%           None     
    157        157                  96               96                       2,900,000    37%       32%           None     
    158        158                 108              108                       1,300,000    77%       70%           None     
    159        159                 227              227                       3,900,000    25%                     None     
    160        160                 110              110                       1,380,000    70%       64%         Springing  
    161        161                 169              169                       6,560,000    13%                     None     
    162        162                 165              165                      20,670,000     4%        4%           None     
    163        163                 172              172                       4,000,000    21%                     None     
    164        164                 101              101                       1,800,000    44%       39%           None     
    165        165                 164              164                       5,250,000    15%                     None     
    166        166                 112              112                       2,070,000    35%       34%           None     
    167        167                  98              116       P7              1,038,000    68%       61%           None     
    168        168                 110              110                       2,800,000    25%       22%           None     
    169        169                 232              232                       3,260,000    20%                     None     
    170        170                 111              111                       2,180,000    29%       28%           None     
    171        171                 164              164                       7,850,000     8%                     None     
    172        172                 109              109                      13,900,000     4%        4%           None     
    173        173                 107              107                       6,270,000    10%        8%           None     
    174        174                 106              106                       3,120,000    19%       17%           None     
    175        175                 175              175                       4,910,000    11%                     None     
    176        176                 113              113                       2,100,000    26%       23%           None     
    177        177                 134              166       P8              6,160,000     9%                     None     
    178        178                 106              106                       2,230,000    22%       21%           None     
    179        179                 104              104                       3,400,000    15%       13%           None     
    180        180                 104              104                       2,000,000    23%       16%           None     
    181        181                 110              110                       6,600,000     7%        3%           None     
    182        182                 164              164                       1,320,000    33%                     None     
    183        183                 102              102                       1,030,000    41%       36%           None     
    184        184                 165              165                       2,500,000    15%                     None     
    185        185                 104              104                       1,320,000    28%       23%           None     
    186        186                 107              107                       1,700,000    21%       19%           None     
    187        187                 104              104                       1,400,000    25%       21%           None     
    188        188                  91              105       P6             23,340,000     1%        1%           None     
    189        189                 168              168                       2,600,000    12%                     None     
    190        190                 105              105                       2,030,000    13%       13%           None     
    191        191                 102              102                       3,070,000     9%        8%           None     
    192        192                 174              174                         930,000    27%                     None     
    193        193                 103              103                         925,000    24%       21%           None     
    194        194                 104              104                         375,000    59%       41%           None     
    195        195                 107              107                         970,000    22%       19%           None     
    196        196                 105              105                       3,450,000     6%                     None     
    197        197                 107              107                       1,100,000    18%       16%           None     
    198        198                 170              170                       1,700,000    12%                     None     
    199        199                 167              167                         730,000    27%                     None     
    200        200                 163              163                         810,000    24%                     None     
    201        201                 102              102                         830,000    19%                     None     
    202        202                 107              107                         840,000    18%       16%           None     
    203        203                 105              105                       1,100,000    14%       12%           None     
    204        204                 169              169                         630,000    23%                     None     
    205        205                 103              103                       2,000,000     7%                     None     
    206        206                 110              110                       1,450,000     9%        8%           None     
    207        207                 162              162                         730,000    17%                     None     
    208        208                 164              164                         500,000    23%                     None     
    209        209                 173              173                         391,000    29%                     None     
    210        210                 103              103                       1,300,000     8%                     None     
    211        211                 111              111                       1,000,000    10%                     None     

424B5
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                                                                YEAR        YEAR                    UNIT OF                       
  LOAN #    CONTROL #                OWNERSHIP                 BUILT      RENOVATED        UNIT     MEASURE           OCCUPANCY   
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
     1         001     Fee Simple                              1986                       416,710    Sq Ft              98%       
     2         002     Fee Simple                              1974         1985           82,165    Sq Ft              99%       
     3         003     Fee Simple                              1973         1995        1,839,384    Sq Ft             100%       
     4         004                                                                        675,161    Sq Ft                        
     4         004A    Fee Simple                              1972         1998          281,999    Sq Ft              97%       
     4         004B    Fee Simple                              1986         1998          135,920    Sq Ft              88%       
     4         004C    Fee Simple                              1984                       201,754    Sq Ft              89%       
     4         004D    Fee Simple                              1988                        55,488    Sq Ft             100%       
     5         005     Fee Simple                              1968         1998           91,306    Sq Ft              96%       
     6         006     Both Fee Simple and Leasehold           1998                       309,486    Sq Ft              98%       
     7         007                                                                        876,625    Sq Ft                        
     7         007A    Fee Simple                              1983         1995          593,292    Sq Ft              99%       
     7         007B    Fee Simple                              1959         1986          283,333    Sq Ft              96%       
     8         008     Both Fee Simple and Leasehold           1972         1990          889,468    Sq Ft              93%       
     9         009     Fee Simple                              1983         1995              360    Rooms              71%       
    10         010     Fee Simple                              1968         1989          389,500    Sq Ft             100%       
    11         011                                                                        287,780    Sq Ft                        
    11         011A    Fee Simple                              1925         1988          134,139    Sq Ft              95%       
    11         011B    Fee Simple                              1989                        71,300    Sq Ft             100%       
    11         011C    Fee Simple                              1990                        42,957    Sq Ft              96%       
    11         011D    Fee Simple                              1990                        39,384    Sq Ft             100%       
    12         012     Leasehold                               1932         1999          190,808    Sq Ft             100%       
    13         013     Fee Simple                              1890         1999              176    Units             100%       
    14         014                                                                        186,497    Sq Ft                        
    14         014A    Fee Simple                              1946         1999           57,776    Sq Ft              97%       
    14         014B    Fee Simple                              1997                        50,634    Sq Ft             100%       
    14         014C    Fee Simple                              1952         1989           46,322    Sq Ft             100%       
    14         014D    Fee Simple                              1949         1995           31,765    Sq Ft             100%       
    15         015     Fee Simple                              1911         1999          162,000    Sq Ft             100%       
    16         016     Fee Simple                              1935                     1,357,968    Sq Ft              96%       
    17         017     Fee Simple                              1979         1998          256,298    Sq Ft              97%       
    18         018                                                                        122,044    Sq Ft                        
    18         018A    Fee Simple                              1994                        92,711    Sq Ft             100%       
    18         018B    Fee Simple                              1997                        29,333    Sq Ft             100%       
    19         019     Fee Simple                              2000                       268,000    Sq Ft             100%       
    20         020     Fee Simple                              1997         1999               81    Units              88%       
    21         021     Fee Simple                              1998                            68    Units             100%       
    22         022     Fee Simple                              1997                            55    Units              80%       
    23         023                                                                            712    Rooms                        
    23         023A    Fee Simple                              1997                           138    Rooms              84%       
    23         023B    Fee Simple                              1997                           138    Rooms              81%       
    23         023C    Fee Simple                              1996                           150    Rooms              82%       
    23         023D    Fee Simple                              1997                           135    Rooms              81%       
    23         023E    Fee Simple                              1990                           151    Rooms              79%       
    24         024     Fee Simple                              1989         1999          529,073    Sq Ft             100%       
    25         025     Fee Simple                              1961         1985          305,523    Sq Ft              99%       
    26         026     Fee Simple                              1982                       182,159    Sq Ft             100%       
    27         027     Fee Simple                              1950         1995           92,769    Sq Ft             100%       
    28         028     Fee Simple                              1988                       246,961    Sq Ft              97%       
    29         029     Fee Simple                              1984         1999              178    Rooms              72%       
    30         030     Fee Simple                              1973         1998              199    Rooms              63%       
    31         031     Fee Simple                              1969                           434    Units                        
    32         032     Fee Simple                              1910         1998               26    Units             100%       
    33         033     Fee Simple                              1974                           506    Pads               94%       
    34         034     Fee Simple                              1960                        13,000    Sq Ft             100%       
    35         035     Fee Simple                              1964                         9,300    Sq Ft             100%       
    36         036     Fee Simple                              1992                        14,872    Sq Ft             100%       
    37         037     Fee Simple                              1929         1994           92,883    Sq Ft              92%       
    38         038     Fee Simple                              1988                       175,390    Sq Ft             100%       
    39         039     Fee Simple                              1971         1998              176    Units              97%       
    40         040     Fee Simple                              1998                        60,792    Sq Ft             100%       
    41         041     Fee Simple                              1998                        51,442    Sq Ft              92%       
    42         042     Fee Simple                              1965         1999           82,970    Sq Ft              94%       
    43         043     Fee Simple                              1987                        95,470    Sq Ft              92%       
    44         044     Both Fee Simple and Leasehold           1974         1994          264,102    Sq Ft              89%       
    45         045     Fee Simple                              1950                           349    Units                        
    46         046     Fee Simple                              1994                        69,985    Sq Ft             100%       
    47         047     Fee Simple                              1953         1999           78,420    Sq Ft              96%       
    48         048     Leasehold                               1984         1987           91,030    Sq Ft              96%       
    49         049     Fee Simple                              1989         2000           58,845    Sq Ft             100%       
    50         050     Fee Simple                              1973                           300    Units                        
    51         051     Fee Simple                              1989         1996              137    Rooms              75%       
    52         052     Fee Simple                              1973         1996           99,372    Sq Ft             100%       
    53         053     Fee Simple                              1987                           179    Units                        
    54         054     Fee Simple                              1999                        70,224    Sq Ft             100%       
    55         055     Fee Simple                              1998                        60,648    Sq Ft             100%       
    56         056     Fee Simple                              1940         1997          108,993    Sq Ft              95%       
    57         057     Fee Simple                              1998         1998          133,407    Sq Ft              87%       
    58         058     Fee Simple                              1915         1989              157    Rooms              58%       
    59         059     Fee Simple                              1983         1999           43,310    Sq Ft             100%       
    60         060     Fee Simple                              1969                           250    Units              96%       
    61         061     Fee Simple                              1968         1998              226    Units              97%       
    62         062     Fee Simple                              1985                           144    Units                        
    63         063     Fee Simple                              1999                            22    Units              95%       
    64         064     Fee Simple                              1999                        37,675    Sq Ft             100%       
    65         065     Fee Simple                              1974                       142,710    Sq Ft              99%       
    66         066     Fee Simple                              1965         1996              226    Rooms              60%       
    67         067                                                                            172    Units                        
    67         067A    Fee Simple                              1967                           110    Units              99%       
    67         067B    Fee Simple                              1963                            62    Units              98%       
    68         068     Fee Simple                              1928                            98    Units                        
    69         069     Fee Simple                              1986         1998          105,507    Sq Ft              98%       
    70         070     Fee Simple                              1975         1999              168    Units              91%       
    71         071     Fee Simple                              1972         1998              194    Units              95%       
    72         072     Fee Simple                              1966         1970           60,948    Sq Ft              99%       
    73         073     Fee Simple                              1964                        75,750    Sq Ft             100%       
    74         074     Fee Simple                              1936                           103    Units                        
    75         075     Fee Simple                              1995                        31,700    Sq Ft             100%       
    76         076     Fee Simple                              1983                        52,467    Sq Ft             100%       
    77         077     Fee Simple                              1994                           107    Rooms              67%       
    78         078     Fee Simple                              1978         1999              200    Units              97%       
    79         079     Fee Simple                              1986                           189    Rooms              67%       
    80         080     Fee Simple                              1982                           102    Units              91%       
    81         081     Fee Simple                              1969                           200    Units              92%       
    82         082     Fee Simple                              1984                        51,144    Sq Ft              88%       
    83         083     Fee Simple                              1991                        11,850    Sq Ft             100%       
    84         084     Fee Simple                              1965                           122    Units                        
    85         085     Fee Simple                              1969         1991           41,266    Sq Ft             100%       
    86         086     Fee Simple                              1989                        25,472    Sq Ft              88%       
    87         087     Fee Simple                              1912                            65    Units                        
    88         088     Fee Simple                              1997                        77,632    Units              88%       
    89         089     Fee Simple                              1923                            62    Units                        
    90         090     Fee Simple                              1999                        21,407    Sq Ft             100%       
    91         091     Fee Simple                              1986                        46,947    Sq Ft              95%       
    92         092     Fee Simple                              1962         2000               57    Units             100%       
    93         093     Fee Simple                              1964         1998              229    Units              85%       
    94         094     Fee Simple                              1965         1974          132,000    Sq Ft             100%       
    95         095     Fee Simple                              1999                        34,994    Sq Ft             100%       
    96         096     Fee Simple                              1999                        38,000    Sq Ft             100%       
    97         097     Fee Simple                              1962                            81    Units                        
    98         098     Fee Simple                              1998                        21,720    Sq Ft              83%       
    99         099     Fee Simple                              1915                            59    Units                        
    100        100     Fee Simple                              1900         1975               96    Units                        
    101        101     Fee Simple                              1968         1994              181    Pads               90%       
    102        102     Fee Simple                              1980         1997              136    Units              91%       
    103        103     Fee Simple                              1988                        62,552    Sq Ft             100%       
    104        104     Fee Simple                              1983                        44,521    Sq Ft              95%       
    105        105     Fee Simple                              1938         1999               90    Pads               97%       
    106        106     Fee Simple                              1946                           143    Units                        
    107        107     Fee Simple                              1930                            78    Units                        
    108        108     Fee Simple                              1967         1998              102    Units              93%       
    109        109     Fee Simple                              1963                           162    Units                        
    110        110     Fee Simple                              1915                            48    Units                        
    111        111     Fee Simple                              1925                           114    Units                        
    112        112     Fee Simple                              1998                            62    Rooms              68%       
    113        113     Fee Simple                              1959                           201    Units                        
    114        114     Fee Simple                              1988         1998           53,850    Units              82%       
    115        115     Fee Simple                              1947                           107    Units                        
    116        116     Fee Simple                              1982                           116    Units             100%       
    117        117     Fee Simple                              1930                            64    Units                        
    118        118     Fee Simple                              1970                        22,551    Sq Ft             100%       
    119        119     Fee Simple                              1974         1998               93    Units              94%       
    120        120     Fee Simple                              1995                        53,150    Sq Ft             100%       
    121        121     Fee Simple                              1979         1998               94    Units              96%       
    122        122     Fee Simple                              1998                            66    Rooms              69%       
    123        123     Fee Simple                              1985                        48,781    Sq Ft             100%       
    124        124     Fee Simple                              1912                            53    Units                        
    125        125     Fee Simple                              1998                        14,000    Sq Ft             100%       
    126        126     Fee Simple                              1958                           147    Pads               96%       
    127        127     Fee Simple                              1947                            97    Units                        
    128        128     Fee Simple                              1999                        16,394    Sq Ft             100%       
    129        129     Fee Simple                              1900                            52    Units                        
    130        130     Fee Simple                              1913                            25    Units                        
    131        131     Fee Simple                              1961                            62    Units                        
    132        132     Fee Simple                              1954                            81    Units                        
    133        133     Fee Simple                              1988                            51    Units              94%       
    134        134     Fee Simple                              1931                            49    Units                        
    135        135     Fee Simple                              1954         1960               62    Units             100%       
    136        136     Fee Simple                              1926                            36    Units                        
    137        137     Fee Simple                              1958         1960               58    Units             100%       
    138        138     Fee Simple                              1936                            58    Units                        
    139        139     Fee Simple                              1975         1999           42,280    Sq Ft              95%       
    140        140     Fee Simple                              1940                            54    Units                        
    141        141     Fee Simple                              1962                            40    Units                        
    142        142     Fee Simple                              1981                        34,882    Sq Ft              97%       
    143        143     Fee Simple                              1860                             9    Units                        
    144        144     Fee Simple                              1958         1994              104    Pads               94%       
    145        145     Fee Simple                              1968         1997              112    Units              97%       
    146        146     Fee Simple                              1922                            46    Units                        
    147        147     Fee Simple                              1927                            30    Units                        
    148        148     Fee Simple                              1990                         9,000    Sq Ft             100%       
    149        149     Fee Simple                              1930         1998               56    Units             100%       
    150        150     Fee Simple                              1959                           107    Units                        
    151        151     Fee Simple                              1930                            35    Units                        
    152        152     Fee Simple                              1986                        13,403    Sq Ft              97%       
    153        153     Fee Simple                              1994         1999           54,000    Sq Ft             100%       
    154        154     Fee Simple                              1928                            48    Units                        
    155        155     Fee Simple                              1955                            88    Units                        
    156        156     Fee Simple                              1910                             6    Units                        
    157        157     Fee Simple                              1937                            52    Units                        
    158        158     Fee Simple                              1963         1996               73    Units              92%       
    159        159     Fee Simple                              1885                            13    Units                        
    160        160     Fee Simple                              1982         1999            6,607    Sq Ft             100%       
    161        161     Fee Simple                              1950                           164    Units                        
    162        162     Fee Simple                              1920                            30    Units                        
    163        163     Fee Simple                              1914                            10    Units                        
    164        164     Fee Simple                              1902                            18    Units                        
    165        165     Fee Simple                              1930                            40    Units                        
    166        166     Fee Simple                              1910                            20    Units                        
    167        167     Fee Simple                              1920                            48    Units                        
    168        168     Fee Simple                              1949                            55    Units                        
    169        169     Fee Simple                              1891                            26    Units                        
    170        170     Fee Simple                              1900                            11    Units                        
    171        171     Leasehold                               1955                           144    Units                        
    172        172     Fee Simple                              1924                            39    Units                        
    173        173     Fee Simple                              1927                            42    Units                        
    174        174     Fee Simple                              1926                            58    Units                        
    175        175     Fee Simple                              1950                            60    Units                        
    176        176     Fee Simple                              1920                             5    Units                        
    177        177     Fee Simple                              1924                            53    Units                        
    178        178     Fee Simple                              1950                            16    Units                        
    179        179     Fee Simple                              1978                             9    Units                        
    180        180     Fee Simple                              1977                            14    Units                        
    181        181     Fee Simple                              1928                            37    Units                        
    182        182     Fee Simple                              1915                            25    Units                        
    183        183     Fee Simple                              1910                             9    Units                        
    184        184     Fee Simple                              1903                             6    Units                        
    185        185     Fee Simple                              1920                            20    Units                        
    186        186     Fee Simple                              1900                            10    Units                        
    187        187     Fee Simple                              1887                            10    Units                        
    188        188     Fee Simple                              1901                            25    Units                        
    189        189     Fee Simple                              1909                            10    Units                        
    190        190     Fee Simple                              1909                             5    Units                        
    191        191     Fee Simple                              1927                            22    Units                        
    192        192     Fee Simple                              1920                            12    Units                        
    193        193     Fee Simple                              1900                             5    Units                        
    194        194     Fee Simple                              1920                             8    Units                        
    195        195     Fee Simple                              1893                             9    Units                        
    196        196     Fee Simple                              1915                             4    Units                        
    197        197     Fee Simple                              1900                             4    Units                        
    198        198     Fee Simple                              1900                             8    Units                        
    199        199     Fee Simple                              1910                            14    Units                        
    200        200     Fee Simple                              1937                             8    Units                        
    201        201     Fee Simple                              1890                             8    Units                        
    202        202     Fee Simple                              1873                             5    Units                        
    203        203     Fee Simple                              1910                             5    Units                        
    204        204     Fee Simple                              1899                             6    Units                        
    205        205     Fee Simple                              1900                             6    Units                        
    206        206     Fee Simple                              1900                             9    Units                        
    207        207     Fee Simple                              1921                             8    Units                        
    208        208     Fee Simple                              1986                             3    Units                        
    209        209     Fee Simple                              1983                             3    Units                        
    210        210     Fee Simple                              1900                            11    Units                        
    211        211     Fee Simple                              1921                            10    Units                        

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                                         REAL ESTATE                                                                 TI/LC  
                          OCCUPANCY          TAX         INSURANCE       TI/LC        TI/LC        TI/LC UPFRONT    ONGOING 
  LOAN #     CONTROL #     PERIOD          ESCROWED       ESCROWED      UPFRONT      ONGOING          BALANCE       PAYMENT 
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
     1         001         6/2/00             Y              Y             N            Y                            45,833 
     2         002         5/8/00             Y              Y             Y            Y              350,000       10,000 
     3         003         4/1/00             Y              Y             Y            N            5,824,949              
     4         004                            Y              Y             Y            Y              687,130       18,229 
     4         004A        2/1/00                                                                                           
     4         004B        2/1/00                                                                                           
     4         004C        2/1/00                                                                                           
     4         004D        2/1/00                                                                                           
     5         005         2/1/00             Y              Y             N            Y                             7,255 
     6         006         3/1/00             Y              Y             N            Y                             5,604 
     7         007                            Y              Y             N            Y                           193,741 
     7         007A        5/1/00                                                                                           
     7         007B        5/1/00                                                                                           
     8         008         5/1/00             Y              Y             Y            Y           10,000,000       83,333 
     9         009        12/31/99            Y              N             N            Y                             2,667 
    10         010         1/14/00            Y              Y             N            Y                            48,038 
    11         011                            Y              Y             N            Y                            11,849 
    11         011A        2/29/00                                                                                          
    11         011B        2/29/00                                                                                          
    11         011C        2/29/00                                                                                          
    11         011D        2/29/00                                                                                          
    12         012         3/31/00            Y              Y             N            N                                   
    13         013         2/29/00            Y              Y             N            Y                             1,013 
    14         014                            N              Y             Y            Y               50,000       11,000 
    14         014A        5/31/00                                                                                          
    14         014B        5/31/00                                                                                          
    14         014C        5/31/00                                                                                          
    14         014D        5/31/00                                                                                          
    15         015         1/24/00            Y              Y             Y            Y               33,333       33,334 
    16         016         1/1/00             Y              Y             N            Y                            17,750 
    17         017         4/1/00             Y              Y             N            Y                            13,698 
    18         018                            Y              Y             N            Y                            14,672 
    18         018A        3/1/00                                                                                           
    18         018B        3/1/00                                                                                           
    19         019         4/15/00            N              N             N            N                                   
    20         020         4/10/00            Y              Y             N            N                                   
    21         021         4/20/00            Y              Y             N            N                                   
    22         022         4/21/00            Y              Y             N            N                                   
    23         023        12/31/99            Y              Y             N            N                                   
    23         023A       12/31/99                                                                                          
    23         023B       12/31/99                                                                                          
    23         023C       12/31/99                                                                                          
    23         023D       12/31/99                                                                                          
    23         023E       12/31/99            Y              Y                                                              
    24         024         3/1/00             Y              Y             N            Y                            13,150 
    25         025         3/31/00            Y              Y             N            Y                             5,979 
    26         026         12/1/99            Y              Y             N            N                                   
    27         027         7/5/00             Y              Y             Y            Y               77,738        2,242 
    28         028         4/1/00             Y              Y             Y            Y                6,175        6,175 
    29         029         2/1/00             Y              Y             N            N                                   
    30         030        12/31/99            Y              Y             N            N                                   
    31         031                            Y              Y                                                              
    32         032         2/22/00            Y              Y             N            N                                   
    33         033         3/1/00             Y              Y             N            N                                   
    34         034         9/9/99             N              N             N            N                                   
    35         035         9/9/99             N              Y             N            N                                   
    36         036         9/17/99            N              N             N            N                                   
    37         037         2/1/00             Y              Y             Y            Y              200,000        7,059 
    38         038         4/1/00             Y              Y             Y            Y              157,105        7,393 
    39         039        12/21/99            Y              Y             N            N                                   
    40         040         3/28/00            Y              Y             N            N                                   
    41         041         1/20/00            Y              Y             N            Y                            15,163 
    42         042         1/1/00             Y              Y             Y            Y              150,000        7,667 
    43         043         2/1/00             Y              Y             N            Y                            10,346 
    44         044         4/1/00             Y              Y             Y            Y              375,000       26,195 
    45         045                            Y              N                                                              
    46         046         3/24/00            Y              Y             N            N                                   
    47         047         3/31/00            Y              Y             Y            Y              300,000        6,646 
    48         048         12/1/99            Y              Y             Y            N              151,388              
    49         049         2/1/00             Y              Y             Y            N            1,000,000              
    50         050                            N              N                                                              
    51         051        12/31/99            Y              Y             N            N                                   
    52         052        12/31/99            N              N             N            N                                   
    53         053                            N              N                                                              
    54         054        10/11/99            N              N             Y            N              275,000              
    55         055        12/31/99            Y              Y             Y            Y                3,942        3,942 
    56         056         3/1/00             Y              Y             N            N                                   
    57         057         5/17/00            Y              Y             Y            Y               11,117       11,117 
    58         058        12/31/99            Y              Y             N            N                                   
    59         059         3/15/00            Y              Y             N            Y                             4,756 
    60         060         4/24/00            Y              Y             N            N                                   
    61         061         3/25/00            Y              Y             N            N                                   
    62         062                            N              N                                                              
    63         063         1/1/00             Y              Y             Y            N              150,000              
    64         064         5/1/00             Y              Y             N            N                                   
    65         065         2/11/00            Y              Y             Y            N              200,000              
    66         066         1/23/00            Y              Y             N            N                                   
    67         067        12/31/99            Y              Y             N            N                                   
    67         067A       12/31/99                                                                                          
    67         067B       12/31/99                                                                                          
    68         068                            N              N                                                              
    69         069         4/12/00            Y              Y             N            N                                   
    70         070         3/20/00            Y              Y             N            N                                   
    71         071         2/25/00            Y              Y             N            N                                   
    72         072         6/1/00             Y              Y             Y            Y                7,518          537 
    73         073         3/23/99            Y              Y             N            Y                             1,667 
    74         074                            N              N                                                              
    75         075         5/1/00             Y              Y             N            Y                             5,000 
    76         076         5/1/00             Y              Y             N            Y                             4,618 
    77         077        12/31/99            Y              Y             N            N                                   
    78         078         4/7/00             Y              Y             N            N                                   
    79         079         11/1/99            Y              Y             N            N                                   
    80         080        12/27/99            Y              Y             N            N                                   
    81         081         2/25/00            Y              Y             N            N                                   
    82         082         5/1/00             Y              Y             Y            Y                2,848        2,848 
    83         083         3/8/00             Y              Y             Y            Y                4,166        4,167 
    84         084                            Y              N                                                              
    85         085         3/31/00            Y              Y             Y            N              100,000              
    86         086         1/24/00            Y              Y             Y            N               35,000              
    87         087                            N              N                                                              
    88         088         2/8/00             N              Y             N            N                                   
    89         089                            N              N                                                              
    90         090         1/21/00            Y              N             N            Y                               892 
    91         091         1/25/00            Y              Y             Y            N               83,000              
    92         092         9/28/99            Y              N             N            N                                   
    93         093         4/20/00            Y              Y             N            N                                   
    94         094         4/12/00            Y              Y             Y            N               50,000              
    95         095         1/31/00            Y              Y             N            N                                   
    96         096         3/2/00             Y              Y             N            N                                   
    97         097                            Y              N                                                              
    98         098         3/31/00            Y              Y             N            Y                             2,175 
    99         099                            N              N                                                              
    100        100                            Y              N                                                              
    101        101         4/19/00            Y              Y             N            N                                   
    102        102         3/23/00            Y              Y             N            N                                   
    103        103         3/28/00            Y              Y             N            Y                             3,182 
    104        104         2/28/00            Y              Y             Y            Y               75,000        3,947 
    105        105         3/21/00            Y              Y             N            N                                   
    106        106                            N              N                                                              
    107        107                            Y              N                                                              
    108        108         2/23/00            Y              Y             N            N                                   
    109        109                            N              N                                                              
    110        110                            Y              N                                                              
    111        111                            N              N                                                              
    112        112         3/31/00            Y              Y             N            N                                   
    113        113                            N              N                                                              
    114        114        12/31/99            Y              Y             N            N                                   
    115        115                            N              N                                                              
    116        116         4/18/00            Y              Y             N            N                                   
    117        117                            N              N                                                              
    118        118         2/14/00            Y              Y             Y            Y                  909          909 
    119        119         1/31/00            Y              Y             N            N                                   
    120        120        12/31/99            Y              Y             N            N                                   
    121        121         3/31/00            Y              Y             N            N                                   
    122        122         3/31/00            Y              Y             N            N                                   
    123        123        12/31/99            Y              Y             Y            N               80,000              
    124        124                            Y              N                                                              
    125        125         4/6/00             Y              Y             N            N                                   
    126        126         12/1/99            Y              Y             N            N                                   
    127        127                            Y              N                                                              
    128        128         2/24/00            Y              Y             N            Y                               820 
    129        129                            Y              N                                                              
    130        130                            N              N                                                              
    131        131                            Y              N                                                              
    132        132                            N              N                                                              
    133        133         4/1/00             Y              Y             N            N                                   
    134        134                            N              N                                                              
    135        135         2/15/00            N              N             N            N                                   
    136        136                            Y              N                                                              
    137        137         1/31/00            Y              Y             N            N                                   
    138        138                            N              N                                                              
    139        139         9/1/99             Y              Y             N            Y                             1,917 
    140        140                            N              N                                                              
    141        141                            Y              N                                                              
    142        142         4/10/00            Y              Y             Y            Y                2,174        2,174 
    143        143                            N              N                                                              
    144        144         2/19/00            Y              Y             N            N                                   
    145        145         5/18/00            Y              Y             N            N                                   
    146        146                            N              N                                                              
    147        147                            N              N                                                              
    148        148         3/21/00            Y              N             N            Y                               503 
    149        149         4/1/00             Y              Y             N            N                                   
    150        150                            Y              N                                                              
    151        151                            N              N                                                              
    152        152        12/15/99            Y              Y             N            Y                               993 
    153        153         11/2/99            Y              N             N            N                                   
    154        154                            Y              N                                                              
    155        155                            N              N                                                              
    156        156                            N              N                                                              
    157        157                            Y              N                                                              
    158        158         3/1/00             Y              Y             N            N                                   
    159        159                            Y              N                                                              
    160        160         11/1/99            N              Y             N            N                                   
    161        161                            N              N                                                              
    162        162                            N              N                                                              
    163        163                            N              N                                                              
    164        164                            N              N                                                              
    165        165                            Y              N                                                              
    166        166                            Y              N                                                              
    167        167                            N              N                                                              
    168        168                            Y              N                                                              
    169        169                            N              N                                                              
    170        170                            Y              N                                                              
    171        171                            N              N                                                              
    172        172                            N              N                                                              
    173        173                            N              N                                                              
    174        174                            Y              N                                                              
    175        175                            Y              N                                                              
    176        176                            Y              N                                                              
    177        177                            Y              N                                                              
    178        178                            N              N                                                              
    179        179                            Y              N                                                              
    180        180                            N              N                                                              
    181        181                            N              N                                                              
    182        182                            Y              N                                                              
    183        183                            Y              N                                                              
    184        184                            Y              N                                                              
    185        185                            Y              N                                                              
    186        186                            Y              N                                                              
    187        187                            N              N                                                              
    188        188                            N              N                                                              
    189        189                            Y              N                                                              
    190        190                            Y              N                                                              
    191        191                            N              N                                                              
    192        192                            Y              N                                                              
    193        193                            N              N                                                              
    194        194                            Y              N                                                              
    195        195                            Y              N                                                              
    196        196                            Y              N                                                              
    197        197                            Y              N                                                              
    198        198                            Y              N                                                              
    199        199                            Y              N                                                              
    200        200                            N              N                                                              
    201        201                            Y              N                                                              
    202        202                            Y              N                                                              
    203        203                            N              N                                                              
    204        204                            Y              N                                                              
    205        205                            Y              N                                                              
    206        206                            Y              N                                                              
    207        207                            Y              N                                                              
    208        208                            Y              N                                                              
    209        209                            Y              N                                                              
    210        210                            Y              N                                                              
    211        211                            Y              N                                                              


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                                 ACTUAL ONGOING                                                   % OF          LEASE      
                                  CAPITAL ITEMS                                                   TOTAL       EXPIRATION   
  LOAN #    CONTROL #                DEPOSITS                         TENANT 1                     SF           DATE 1     
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
     1         001                     0.20             United States Customs                      13%          Mar-01     
     2         002                     0.19             The Dial                                   41%          Apr-05     
     3         003                     0.40             NewsCorp                                   35%          Nov-15     
     4         004                     0.15                                                                                
     4         004A                                     Bradlees                                   36%          Oct-04     
     4         004B                                     Cherry House                               20%          Jan-08     
     4         004C                                     Hobby Lobby                                20%          Oct-03     
     4         004D                                     Olive Tree                                 36%          Jul-06     
     5         005                     0.24             Star Lumber                                30%          Feb-08     
     6         006                     0.15             Best Buy                                   15%          Sep-13     
     7         007                     0.20                                                                                
     7         007A                                     Bozell Inc. [Kenyon & Eckhart]             40%          Jun-07     
     7         007B                                     Petry T.V.                                 31%          Dec-15     
     8         008                     0.60             General Service Administration             32%          Jun-01     
     9         009                       4%                                                                                
    10         010                     0.20             General Services Admin.                   100%          Jun-09     
    11         011                     0.22                                                                                
    11         011A                                     Gentry Homes                               13%          Mar-09     
    11         011B                                     American Movers, Inc.-Lot 100             100%          Oct-07     
    11         011C                                     Raynor Pacific Overhead Doors              10%          Dec-00     
    11         011D                                     USC International, Inc.-Lot 81             38%          Mar-03     
    12         012                     0.27             Amazon.com                                 96%          Jun-09     
    13         013                   250.02             Art Institute                              88%          Sep-09     
    14         014                     0.21                                                                                
    14         014A                                     Eastman Kodak                              34%          Jan-02     
    14         014B                                     Pittard Sullivan                          100%          Mar-08     
    14         014C                                     Sony Pictures Entertainment                53%          Jul-00     
    14         014D                                     Eric Owen Moss                             18%          Oct-04     
    15         015                     0.20             Globix Corporation                        100%          Nov-19     
    16         016                       4%             NYC Department of Finance                   9%          Nov-08     
    17         017                     0.16             Wynn Dixie                                 21%          Mar-19     
    18         018                     0.18                                                                                
    18         018A                                     University of Massachusetts                36%          Mar-03     
    18         018B                                     Arena Pharmaceutical                      100%          Apr-13     
    19         019                                      Johnson Controls                          100%          Apr-10     
    20         020                   302.34                                                                                
    21         021                   302.34                                                                                
    22         022                   302.34                                                                                
    23         023                       4%                                                                                
    23         023A                      4%                                                                                
    23         023B                      4%                                                                                
    23         023C                      4%                                                                                
    23         023D                      4%                                                                                
    23         023E                      4%                                                                                
    24         024                     0.20             Inland Star Distribution Centr            100%          Feb-25     
    25         025                     0.14             Sears                                      33%          Apr-06     
    26         026                     0.20             Xyplex, Inc.                               56%          Sep-03     
    27         027                     0.15             Strouds Linen                              28%          Jul-04     
    28         028                     0.15             Magellan Labs                              14%          Jun-03     
    29         029                       4%                                                                                
    30         030                       5%                                                                                
    31         031                                                                                                         

    32         032                   495.00                                                                                
    33         033                    25.00                                                                                
    34         034                                      D'Agostino's Supermarket                   77%          Dec-14     
    35         035                                      D'Agostino's Supermarket                  100%          Dec-14     
    36         036                                      D'Agostino's Supermarket                   75%          Dec-14     
    37         037                     0.21             Supships                                   24%          Jun-04     
    38         038                     0.16             Goody's                                    23%          Apr-11     
    39         039                   250.02                                                                                
    40         040                     0.20             Ethicon Employees Credit Union             31%          Nov-08     
    41         041                     0.15             Hollywood Video                            15%          Apr-08     
    42         042                     0.20             The District of Columbia                   42%          Oct-08     
    43         043                     0.20             Ford Motor Credit Company                  23%          Apr-03     
    44         044                     0.22             NM Children, Youth & Families              22%          May-10     
    45         045                                                                                                         
    46         046                                      Stop & Shop Supermarket                    89%          Oct-14     
    47         047                     0.26             Arnold & Porter                            65%          Apr-09     
    48         048                                      Tuesday Morning                             8%          Jan-07     
    49         049                                      Dicks Clothing&Sporting Goods             100%          May-22     
    50         050                                                                                                         
    51         051                       4%                                                                                
    52         052                                      The Kroger Company                         77%          Dec-21     
    53         053                                                                                                         
    54         054                                      Coventry Health Care, Inc.                100%          Sep-09     
    55         055                                      Indx Software Corp.                        17%          May-04     
    56         056                     0.33             Tesst Corp.                                37%          Jun-08     
    57         057                     0.23             At Your Service                             2%          May-02     
    58         058                 1,222.32                                                                                
    59         059                     0.17             Regents of the Univ. of California         88%          May-09     
    60         060                   249.98                                                                                
    61         061                   249.98                                                                                
    62         062                                                                                                         
    63         063                   267.82             United Financial Services Inc              11%          Dec-04     
    64         064                     0.15             Designs, Inc. dba Levi's                   27%          Jul-04     
    65         065                     0.20             Kroger                                     27%          Jun-02     
    66         066                      (1)                                                                                
    67         067                   253.76                                                                                
    67         067A                  262.71                                                                                
    67         067B                  237.89                                                                                
    68         068                                                                                                         
    69         069                     0.15             Promotional Support Group                  12%          Sep-03     
    70         070                   154.00                                                                                
    71         071                   186.06                                                                                
    72         072                     0.18             NOVA (No. Va. Comm College)                12%          Aug-02     
    73         073                     0.20             Xerox Corporation                         100%          Jan-04     
    74         074                                                                                                         
    75         075                     0.20             Harvard Surgery Center                     26%          Mar-03     
    76         076                     0.23             Endymion Systems, Inc.                     18%          Mar-03     
    77         077                       5%                                                                                
    78         078                   319.20                                                                                
    79         079                 1,273.78                                                                                
    80         080                   250.00                                                                                
    81         081                   250.08                                                                                
    82         082                     0.23             Progressive Insurance                      34%          Aug-03     
    83         083                     0.25             Turner Broadcasting System                100%          Mar-10     
    84         084                                                                                                         
    85         085                     0.43             Demarche Associates                        61%          Jul-04     
    86         086                                      Washington Mutual Savings                  18%          Jan-05     
    87         087                                                                                                         
    88         088                     0.15                                                                                
    89         089                                                                                                         
    90         090                     0.15             Gateway Companies, Inc.                    51%          Jan-04     
    91         091                     0.18             Panalpina, Inc.                            43%          Dec-03     
    92         092                                                                                                         
    93         093                   250.01                                                                                
    94         094                     0.15             Raymour and Flanigan                       50%          Mar-19     
    95         095                                      Gart Sports                               100%          Feb-14     
    96         096                     0.13             Food Lion                                 100%          Apr-19     
    97         097                                                                                                         
    98         098                     0.17             Creations by C &M                          17%          Dec-04     
    99         099                                                                                                         
    100        100                                                                                                         
    101        101                    50.00                                                                                
    102        102                   249.97                                                                                
    103        103                     0.23             Camellia Food Stores                       46%          Dec-08     
    104        104                     0.20             Blue Cross and Blue Shield                 55%          Apr-03     
    105        105                    50.00                                                                                
    106        106                                                                                                         
    107        107                                                                                                         
    108        108                   250.00                                                                                
    109        109                                                                                                         
    110        110                                                                                                         
    111        111                                                                                                         
    112        112                   768.97                                                                                
    113        113                                                                                                         
    114        114                     0.11                                                                                
    115        115                                                                                                         
    116        116                   274.97                                                                                
    117        117                                                                                                         
    118        118                     0.23             Dollar Plus Variety Store Inc              31%          Feb-07     
    119        119                   281.55                                                                                
    120        120                     0.09             Albina Fuel Co.                            30%          Mar-01     
    121        121                   250.09                                                                                
    122        122                   671.27                                                                                
    123        123                     0.15             Op Tel/TV Max Communications               29%          Dec-08     
    124        124                                                                                                         
    125        125                     0.15             Eckerd Corporation                        100%          Mar-19     
    126        126                                                                                                         
    127        127                                                                                                         
    128        128                     0.20             Inova Health MSO, Inc.                     52%          Sep-07     
    129        129                                                                                                         
    130        130                                                                                                         
    131        131                                                                                                         
    132        132                                                                                                         
    133        133                   254.12                                                                                
    134        134                                                                                                         
    135        135                                                                                                         
    136        136                                                                                                         
    137        137                   250.00                                                                                
    138        138                                                                                                         
    139        139                     0.20             Southwest Supermarkets, Inc                48%          Oct-05     
    140        140                                                                                                         
    141        141                                                                                                         
    142        142                     0.20             National Bullion, Inc.                     13%          Mar-02     
    143        143                                                                                                         
    144        144                    51.92                                                                                
    145        145                   252.00                                                                                
    146        146                                                                                                         
    147        147                                                                                                         
    148        148                     0.27             Blockbuster Video                          78%          Apr-02     
    149        149                                                                                                         
    150        150                                                                                                         
    151        151                                                                                                         
    152        152                     0.23             Popular Cash Express                       18%          Sep-06     
    153        153                     0.10             Rental Uniform Service Inc.               100%          May-09     
    154        154                                                                                                         
    155        155                                                                                                         
    156        156                                                                                                         
    157        157                                                                                                         
    158        158                   303.45                                                                                
    159        159                                                                                                         
    160        160                     0.19             Hollywood Video                            77%          Oct-14     
    161        161                                                                                                         
    162        162                                                                                                         
    163        163                                                                                                         
    164        164                                                                                                         
    165        165                                                                                                         
    166        166                                                                                                         
    167        167                                                                                                         
    168        168                                                                                                         
    169        169                                                                                                         
    170        170                                                                                                         
    171        171                                                                                                         
    172        172                                                                                                         
    173        173                                                                                                         
    174        174                                                                                                         
    175        175                                                                                                         
    176        176                                                                                                         
    177        177                                                                                                         
    178        178                                                                                                         
    179        179                                                                                                         
    180        180                                                                                                         
    181        181                                                                                                         
    182        182                                                                                                         
    183        183                                                                                                         
    184        184                                                                                                         
    185        185                                                                                                         
    186        186                                                                                                         
    187        187                                                                                                         
    188        188                                                                                                         
    189        189                                                                                                         
    190        190                                                                                                         
    191        191                                                                                                         
    192        192                                                                                                         
    193        193                                                                                                         
    194        194                                                                                                         
    195        195                                                                                                         
    196        196                                                                                                         
    197        197                                                                                                         
    198        198                                                                                                         
    199        199                                                                                                         
    200        200                                                                                                         
    201        201                                                                                                         
    202        202                                                                                                         
    203        203                                                                                                         
    204        204                                                                                                         
    205        205                                                                                                         
    206        206                                                                                                         
    207        207                                                                                                         
    208        208                                                                                                         
    209        209                                                                                                         
    210        210                                                                                                         
    211        211                                                                                                         


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                                                                                    LEASE                                           
                                                                       % OF       EXPIRATION                                        
  LOAN #    CONTROL #                   TENANT 2                      TOTAL SF      DATE 2               TENANT 3                   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
     1         001     Immunex Corporation                               8%         Dec-03     Washington Mutual                    
     2         002     Seattle Supersonics                              23%         Jul-00     KJR Radio                            
     3         003     Chase Manhattan Bank                             26%         Mar-10     CIT                                  
     4         004                                                                                                                  
     4         004A    OfficeMax                                        10%         Jan-10     Barnes & Noble Booksellers           
     4         004B    Contemporary Galleries                           14%         Apr-05     Jos A. Banks Clothiers               
     4         004C    American Drug Stores dba Osco                    13%         May-05     Triathlon Broadcasting               
     4         004D    Prairie View                                     14%         Dec-01     Old English Pine Company             
     5         005     Gessler Drug Co., Inc.                           12%         Jun-03     Whole Foods                          
     6         006     Sears Homelife                                   14%         Dec-09     Chick's Sporting Goods               
     7         007                                                                                                                  
     7         007A    Baker and McKenzie                               13%         Jun-08     Andrews and Kurth, LLP               
     7         007B    The GAP, Inc.                                    23%         Dec-06     Square Alpha                         
     8         008     Smithsonian                                      20%         Apr-03     US Postal Service                    
     9         009                                                                                                                  
    10         010                                                                                                                  
    11         011                                                                                                                  
    11         011A    Interior Accents                                  8%         Apr-10     Daniel, Inc.                         
    11         011B                                                                                                                 
    11         011C    PSC Associates, Inc.                              8%         Nov-04     Ulep & Balosen                       
    11         011D    Hawaii Transfer Co.-Lot 50                       16%         Mar-01     Arcadia-Lot 50                       
    12         012     Gentle Dental                                     2%         Sep-02     Amazon.com (Storage)                 
    13         013     Capital Grille                                    5%         Sep-10     Society Hill Furniture               
    14         014                                                                                                                  
    14         014A    Boxer Films                                      17%         Dec-02     ARS Nova                             
    14         014B                                                                                                                 
    14         014C    Sony Pictures Entertainment                      16%         Jan-02     Metafor Imaging                      
    14         014D    Conjunctive Points Dance Center                  17%         Oct-04     Samitaur Constructs                  
    15         015                                                                                                                  
    16         016     NYS Supt of Ins Liquidators                       8%         Aug-08     NYC Department of Archives           
    17         017     Jacobson's                                       21%         Nov-04     Tampa Bay Water                      
    18         018                                                                                                                  
    18         018A    Phytera, Inc.                                    28%         Mar-04     Athena Diagnostics                   
    18         018B                                                                                                                 
    19         019                                                                                                                  
    20         020                                                                                                                  
    21         021                                                                                                                  
    22         022                                                                                                                  
    23         023                                                                                                                  
    23         023A                                                                                                                 
    23         023B                                                                                                                 
    23         023C                                                                                                                 
    23         023D                                                                                                                 
    23         023E                                                                                                                 
    24         024                                                                                                                  
    25         025     24 Hour Fitness                                  13%         Mar-15     Smith's Food                         
    26         026     NEC Technologies, Inc.                           45%         Feb-02                                          
    27         027     Suburban House                                   18%         Feb-00     Deluxe Kitchen&Bath                  
    28         028     Circuit City                                     13%         Aug-05     SD Precision Mach                    
    29         029                                                                                                                  
    30         030                                                                                                                  
    31         031                                                                                                                  
    32         032                                                                                                                  
    33         033                                                                                                                  
    34         034     Blockbuster Video                                23%         Feb-02                                          
    35         035                                                                                                                  
    36         036                                                                                                                  
    37         037     Henry Cogswell College                           20%         Aug-04     Gold's Gym                           
    38         038     Ingle's                                          18%         Sep-08     Big Lots                             
    39         039                                                                                                                  
    40         040     Ortho McNeil Pharmaceutical                      25%         Jun-04     981 Management Company               
    41         041     Total Renal Care                                 14%         Jun-09     Fuddruckers Casablanca, Inc.         
    42         042     CVS of DC and VA, Inc.                            9%         Jun-03     First Union National Bank            
    43         043     National University                              22%         Jun-03     Dodge, Warren & Peters Insur.        
    44         044     The IT Group                                     11%         Dec-00     NM Taxation & Revenue                
    45         045                                                                                                                  
    46         046     Data King Corporation                             8%         Sep-00     First Massachusetts Bank             
    47         047     Sport & Health                                   30%         Mar-09                                          
    48         048     Blockbuster Video                                 7%         Jan-02     Star One                             
    49         049                                                                                                                  
    50         050                                                                                                                  
    51         051                                                                                                                  
    52         052     Hollywood Entertainment Corporation               8%         Jun-07     Tenet Healthsystems GB, Inc.         
    53         053                                                                                                                  
    54         054                                                                                                                  
    55         055     Matchless Gifts, Inc.                            17%         Mar-04     Brady Door Systems, Inc.             
    56         056     Carday                                           16%         Jul-07     SAIC/GSC                             
    57         057     HBO Latin America Productions                     3%         Jan-02     At Your Service                      
    58         058                                                                                                                  
    59         059     Burger King (Retail)                              9%         Nov-03     Instant Copy (Retail)                
    60         060                                                                                                                  
    61         061                                                                                                                  
    62         062                                                                                                                  
    63         063                                                                                                                  
    64         064     Adidas                                           25%         May-04     Warnaco                              
    65         065     JC Penney                                        21%         Jul-06     CheapoDepot                          
    66         066                                                                                                                  
    67         067                                                                                                                  
    67         067A                                                                                                                 
    67         067B                                                                                                                 
    68         068                                                                                                                  
    69         069     Integrity Products, Inc.                         10%         May-04     Mastec North America, Inc.           
    70         070                                                                                                                  
    71         071                                                                                                                  
    72         072     D.K.Shifflett & Assoc., Ltd.                     12%         Jun-02     Multi-Cultural Association           
    73         073                                                                                                                  
    74         074                                                                                                                  
    75         075     Yunan Radiology                                  11%         Jan-05     Physical Rehabilitation              
    76         076     John W. Brooker & Co.                            16%         May-01     Southwest Airlines                   
    77         077                                                                                                                  
    78         078                                                                                                                  
    79         079                                                                                                                  
    80         080                                                                                                                  
    81         081                                                                                                                  
    82         082     The Vitamin Shop                                  8%         Jan-10     Northco.com Ham                      
    83         083                                                                                                                  
    84         084                                                                                                                  
    85         085     GeoAccess, Inc                                   31%         Jan-01     Corporate Design Group, Inc          
    86         086     Gallery Florist                                  18%         Dec-04     River City Music                     
    87         087                                                                                                                  
    88         088                                                                                                                  
    89         089                                                                                                                  
    90         090     Zany Brainy                                      50%         Apr-09                                          
    91         091     Concordia International                          19%         Dec-03     Kamino International                 
    92         092                                                                                                                  
    93         093                                                                                                                  
    94         094     D&D Distribution                                 26%         Mar-02     Griffiths                            
    95         095                                                                                                                  
    96         096                                                                                                                  
    97         097                                                                                                                  
    98         098     Jasmine Thai Chinese                             11%         Jun-04     Layers Salon & Tanning               
    99         099                                                                                                                  
    100        100                                                                                                                  
    101        101                                                                                                                  
    102        102                                                                                                                  
    103        103     Cambridge Premier Discount Cin                   14%         Jul-05     Rent-A-Center                        
    104        104     American Pharmaceutical Srvc                     18%         Jul-03     SouthTrust Corporation               
    105        105                                                                                                                  
    106        106                                                                                                                  
    107        107                                                                                                                  
    108        108                                                                                                                  
    109        109                                                                                                                  
    110        110                                                                                                                  
    111        111                                                                                                                  
    112        112                                                                                                                  
    113        113                                                                                                                  
    114        114                                                                                                                  
    115        115                                                                                                                  
    116        116                                                                                                                  
    117        117                                                                                                                  
    118        118     Lisbon-Madrid, Inc.                              21%         Apr-02     PA Liquor Store                      
    119        119                                                                                                                  
    120        120                                                                                                                  
    121        121                                                                                                                  
    122        122                                                                                                                  
    123        123     Abadan Reprographics                             16%         Sep-01     Coastal Flooring, Inc                
    124        124                                                                                                                  
    125        125                                                                                                                  
    126        126                                                                                                                  
    127        127                                                                                                                  
    128        128     Webb & Webb, P.C.                                15%         Aug-04     Periodontal Health Group, PLLC       
    129        129                                                                                                                  
    130        130                                                                                                                  
    131        131                                                                                                                  
    132        132                                                                                                                  
    133        133                                                                                                                  
    134        134                                                                                                                  
    135        135                                                                                                                  
    136        136                                                                                                                  
    137        137                                                                                                                  
    138        138                                                                                                                  
    139        139     99 Cent Family Store                             14%         Dec-00     Kinder-Care                          
    140        140                                                                                                                  
    141        141                                                                                                                  
    142        142     Brookshire Holdings                              13%         Mar-03     Broward Meals on Wheels              
    143        143                                                                                                                  
    144        144                                                                                                                  
    145        145                                                                                                                  
    146        146                                                                                                                  
    147        147                                                                                                                  
    148        148     Sleepy's Inc.                                    22%         Feb-03                                          
    149        149                                                                                                                  
    150        150                                                                                                                  
    151        151                                                                                                                  
    152        152     Thai Restaurant                                  15%         Jan-03     Virginia Baldioli                    
    153        153                                                                                                                  
    154        154                                                                                                                  
    155        155                                                                                                                  
    156        156                                                                                                                  
    157        157                                                                                                                  
    158        158                                                                                                                  
    159        159                                                                                                                  
    160        160     Loan Mart                                        23%         Dec-03                                          
    161        161                                                                                                                  
    162        162                                                                                                                  
    163        163                                                                                                                  
    164        164                                                                                                                  
    165        165                                                                                                                  
    166        166                                                                                                                  
    167        167                                                                                                                  
    168        168                                                                                                                  
    169        169                                                                                                                  
    170        170                                                                                                                  
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    191        191                                                                                                                  
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    210        210                                                                                                                  
    211        211                                                                                                                  


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                                                                [Download Table]


                            % OF     LEASE       LTV CO      SPONSOR   
                            TOTAL  EXPIRATION      OP         OWNED    
  LOAN #    CONTROL #        SF      DATE 3       BASIS      UNITS(%)  
-----------------------------------------------------------------------
                                                                       
     1         001            4%     Jul-00                            
     2         002           17%     Jul-00                            
     3         003           10%     Dec-08                            
     4         004                                                     
     4         004A          10%     Sep-13                            
     4         004B           6%     Jan-04                            
     4         004C           7%     Mar-05                            
     4         004D          11%     Mar-01                            
     5         005            5%     Nov-04                            
     6         006           14%     Nov-18                            
     7         007                                                     
     7         007A           4%     Jul-03                            
     7         007B          22%     Jun-08                            
     8         008           16%     Jun-08                            
     9         009                                                     
    10         010                                                     
    11         011                                                     
    11         011A           6%     Oct-01                            
    11         011B                                                    
    11         011C           6%     Feb-02                            
    11         011D          16%     May-05                            
    12         012            1%     Jun-09                            
    13         013            2%     Dec-00                            
    14         014                                                     
    14         014A           4%     Dec-00                            
    14         014B                                                    
    14         014C          13%     Aug-00                            
    14         014D          16%     Feb-05                            
    15         015                                                     
    16         016            7%     Jan-08                            
    17         017            8%     Feb-01                            
    18         018                                                     
    18         018A          18%     Mar-04                            
    18         018B                                                    
    19         019                                                     
    20         020                                                     
    21         021                                                     
    22         022                                                     
    23         023                                                     
    23         023A                                                    
    23         023B                                                    
    23         023C                                                    
    23         023D                                                    
    23         023E                                                    
    24         024                                                     
    25         025           12%     Dec-05                            
    26         026                                                     
    27         027            9%     Dec-03                            
    28         028            7%     Jul-02                            
    29         029                                                     
    30         030                                                     
    31         031                                    22%          46% 
    32         032                                                     
    33         033                                                     
    34         034                                                     
    35         035                                                     
    36         036                                                     
    37         037           16%     Sep-04                            
    38         038           17%     Jan-06                            
    39         039                                                     
    40         040           19%     May-04                            
    41         041           14%     Jun-08                            
    42         042            5%     May-05                            
    43         043           11%     Aug-02                            
    44         044            7%     Mar-00                            
    45         045                                    31%          60% 
    46         046            4%     Feb-05                            
    47         047                                                     
    48         048            6%     Aug-03                            
    49         049                                                     
    50         050                                    14%          25% 
    51         051                                                     
    52         052            8%     Apr-08                            
    53         053                                    15%          22% 
    54         054                                                     
    55         055            8%     May-03                            
    56         056           12%     Dec-03                            
    57         057            2%     May-02                            
    58         058                                                     
    59         059            3%     Dec-04                            
    60         060                                                     
    61         061                                                     
    62         062                                    58%           0% 
    63         063                                                     
    64         064           24%     Jul-02                            
    65         065            8%     Sep-00                            
    66         066                                                     
    67         067                                                     
    67         067A                                                    
    67         067B                                                    
    68         068                                     5%           0% 
    69         069            9%     Mar-02                            
    70         070                                                     
    71         071                                                     
    72         072            9%     Jun-03                            
    73         073                                                     
    74         074                                     7%           0% 
    75         075           46%     Jul-00                            
    76         076           15%     Jan-02                            
    77         077                                                     
    78         078                                                     
    79         079                                                     
    80         080                                                     
    81         081                                                     
    82         082            6%     Apr-05                            
    83         083                                                     
    84         084                                    23%           9% 
    85         085            8%     Mar-01                            
    86         086           13%     Sep-03                            
    87         087                                     5%          18% 
    88         088                                                     
    89         089                                     4%           0% 
    90         090                                                     
    91         091           19%     Mar-01                            
    92         092                                    56%           0% 
    93         093                                                     
    94         094            9%     May-00                            
    95         095                                                     
    96         096                                                     
    97         097                                    13%          10% 
    98         098           11%     Apr-05                            
    99         099                                     7%           0% 
    100        100                                    24%          33% 
    101        101                                                     
    102        102                                                     
    103        103            5%     Jan-01                            
    104        104            7%     Jul-05                            
    105        105                                                     
    106        106                                    27%          43% 
    107        107                                    46%          50% 
    108        108                                                     
    109        109                                    10%          10% 
    110        110                                    25%          29% 
    111        111                                     4%          10% 
    112        112                                                     
    113        113                                     6%           0% 
    114        114                                                     
    115        115                                    34%          32% 
    116        116                                                     
    117        117                                    39%          52% 
    118        118           15%     Aug-01                            
    119        119                                                     
    120        120                                                     
    121        121                                                     
    122        122                                                     
    123        123           12%     Jun-01                            
    124        124                                    24%          30% 
    125        125                                                     
    126        126                                                     
    127        127                                    27%          27% 
    128        128           12%     Sep-09                            
    129        129                                     4%           0% 
    130        130                                     2%           0% 
    131        131                                    51%          53% 
    132        132                                    27%          28% 
    133        133                                                     
    134        134                                    51%          41% 
    135        135                                    17%           3% 
    136        136                                     8%          11% 
    137        137                                                     
    138        138                                    27%          31% 
    139        139           10%     Apr-03                            
    140        140                                    29%          59% 
    141        141                                    49%         7.5% 
    142        142           11%     Jun-05                            
    143        143                                    10%           0% 
    144        144                                                     
    145        145                                                     
    146        146                                    16%           2% 
    147        147                                     9%           0% 
    148        148                                                     
    149        149                                                     
    150        150                                    20%          64% 
    151        151                                    11%           0% 
    152        152           11%     Apr-02                            
    153        153                                                     
    154        154                                    32%          42% 
    155        155                                    23%          23% 
    156        156                                    20%           0% 
    157        157                                    38%          58% 
    158        158                                                     
    159        159                                     9%           0% 
    160        160                                                     
    161        161                                    11%           0% 
    162        162                                     3%           0% 
    163        163                                     9%           0% 
    164        164                                    32%          44% 
    165        165                                    12%           0% 
    166        166                                    25%          55% 
    167        167                                    55%           0% 
    168        168                                    30%           5% 
    169        169                                    18%          27% 
    170        170                                    31%           0% 
    171        171                                     6%           0% 
    172        172                                     3%           3% 
    173        173                                     8%          43% 
    174        174                                    17%          72% 
    175        175                                     8%          23% 
    176        176                                    12%           0% 
    177        177                                     8%           0% 
    178        178                                    25%           0% 
    179        179                                    12%           0% 
    180        180                                    25%           0% 
    181        181                                     4%           0% 
    182        182                                    25%          76% 
    183        183                                    23%          44% 
    184        184                                    11%           0% 
    185        185                                    21%          45% 
    186        186                                    16%          30% 
    187        187                                    23%          10% 
    188        188                                     1%           0% 
    189        189                                     8%           0% 
    190        190                                     6%           0% 
    191        191                                     9%           0% 
    192        192                                    21%           0% 
    193        193                                    18%           0% 
    194        194                                    34%         100% 
    195        195                                    24%           0% 
    196        196                                     4%           0% 
    197        197                                    17%           0% 
    198        198                                    11%           0% 
    199        199                                    21%          50% 
    200        200                                    19%          50% 
    201        201                                    18%          13% 
    202        202                                    13%           0% 
    203        203                                     8%           0% 
    204        204                                    16%           0% 
    205        205                                     4%           0% 
    206        206                                     8%          22% 
    207        207                                    16%           0% 
    208        208                                    12%           0% 
    209        209                                    23%           0% 
    210        210                                     8%           0% 
    211        211                                     9%           0% 


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 FOOTNOTES TO APPENDIX A

YIELD MAINTENANCE FORMULAS                                                      

   The following are summaries of yield maintenance provisions, or formulas,
contained in the related Mortgage Note for certain of the Mortgage Loans. There 
are six unique yield maintenance formulas represented by the Mortgage Loans,    
each labeled as "Y1," "Y2," "Y3," "Y4," "Y5" and "Y6. Each Mortgage Loan, which 
provides for a yield maintenance formula, references the applicable formula     
printed below in the column titled "YM Formula."                                

Y1          After the expiration of the Lockout Period and prior to September   
     30, 2014 (the "Permitted Prepayment Period"), Borrower shall have the right
    or privilege to prepay all (but not less than all) of the unpaid principal
    balance of this Note, upon: (i) not less than 30 days and not more than 45
  days prior written notice (the "Prepayment Notice") to Lender specifying
the scheduled payment date on which prepayment is to be made (the     
    "Prepayment Date"); (ii) payment of all accrued and unpaid interest on the
    outstanding principal balance of this Note to and including the Prepayment
  Date together with a payment of all interest which would have accrued on
  the principal balance of this Note to and including the first day of the
calendar month immediately following the Prepayment Date, if such     
    prepayment occurs on a date which is not the first day of a calendar month
  (the "Shortfall Interest Payment"); (iii) payment of all other sums then
due under this Note, the Security Instrument and the Other Security   
   Documents; (iv) the Prepayment Consideration (defined below); and (v) the
     Release Fee (as defined in the Security Instrument). If a Prepayment Notice
  is given by Borrower to Lender pursuant to this Article 6, the principal
   balance of this Note and the other sums required under this Article shall
     be due and payable on the Prepayment Date. Lender shall not be obligated to
  accept any prepayment of the principal balance of this Note unless it is
  accompanied by all sums due in connection therewith. After the Permitted
     Prepayment Period, Borrower shall have the right or privilege to prepay all
   (but not less than all) of the unpaid principal balance of this Note upon
satisfaction of items (i), (ii), (iii) and (v) above.                 

           If a Default Prepayment (defined herein) occurs, Borrower shall pay
  to Lender the entire Debt, including, without limitation, if applicable,
the Prepayment Consideration (defined below).                         

           For purposes of this Note, the term "Default Prepayment" shall mean
a prepayment of the principal amount of this Note made during the     
continuance of any Event of Default or after an acceleration of the   
 Maturity Date under any circumstances, including, without limitation, a
prepayment occurring in connection with reinstatement of the Security 
     Instrument provided by statute under foreclosure proceedings or exercise of
     a power of sale, any statutory right of redemption exercised by Borrower or
    any other party having a statutory right to redeem or prevent foreclosure,
    any sale in foreclosure or under exercise of a power of sale or otherwise.

            If Borrower prepays all or a portion of the unpaid principal balance
 of the Note prior to the expiration of the Permitted Prepayment Period,
 including but not limited to partial prepayment which occurs during the
Lockout Period or Permitted Prepayment Period and arises from the     
  application by Lender of (i) interest payments that are in excess of the
    maximum permitted interest rate, and (ii) payments made in connection with
the release of any part of the Property from the lien of the Security 
     Instrument, in partial satisfaction of the principal indebtedness evidenced
by the Note, there shall be immediately due and payable in addition to
     accrued interest and any other sums due Lender at the time of prepayment, a
  prepayment premium (the "Prepayment Consideration") equal to the greater
of:                                                                   

          (a) The amount equal to the difference of (1) the present value of
              the scheduled monthly payments on the Loan discounted at 7.31%
                on a monthly basis to the end of the Permitted Prepayment Period
           and (2) the present value of monthly payments that would be
              scheduled on the unpaid principal balance of the Loan based on
              the terms and conditions of this Note discounted at the market
           yield of the U.S. Treasury Instrument as quoted in The Wall
Street                                          

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               Journal on the day prior to the date the payment is made, which
                has a maturity closest to, but not earlier than, the last day of
               the Permitted Prepayment Period (if more than one U.S. Treasury
       Instrument meets the requirements of this sentence, the
        Instrument used to calculate the amount pursuant to this
            subparagraph (a) shall be based on the Instrument having the
              coupon rate closest to 7.31%) on a monthly basis to the end of
the Permitted Prepayment Period; and            

           (b) Prior to January 1, 2012, one percent (1%) of the entire unpaid
             principal balance of the Note, and thereafter one-half of one
            percent (1/2%) of the entire unpaid principal balance of the
Note.                                           

         In the event that no Yield Rate is published on the U.S. Treasury
Security described above, then the nearest equivalent U.S. Treasury   
Instrument shall be selected at Lender's sole discretion. If the      
     publication of such yield rates in The Wall Street Journal is discontinued,
    Lender shall select a security with a comparable rate and term to the U.S.
Treasury Instrument described in subparagraph (a) above.              

Y2          If Borrower prepays all or a portion of the unpaid principal balance
 of the Note prior to the expiration of the Permitted Prepayment Period,
 including but not limited to partial prepayment which occurs during the
Lockout Period or Permitted Prepayment Period and arises from the     
  application by Lender of (i) interest payments that are in excess of the
    maximum permitted interest rate, and (ii) payments made in connection with
the release of any part of the Property from the lien of the Security 
     Instrument, in partial satisfaction of the principal indebtedness evidenced
by the Note, there shall be immediately due and payable in addition to
     accrued interest and any other sums due Lender at the time of prepayment, a
  prepayment premium (the "Prepayment Consideration") equal to the greater
of:                                                                   

          (a) The amount equal to the difference of (1) the present value of
          the scheduled monthly payments on the Loan discounted on a
            monthly basis to the date the payment is made, at the market
           yield of the U.S. Treasury Instrument as quoted in The Wall
                Street Journal on the day prior to the date the payment is made,
          which has a maturity closest to, but not earlier than, the
              Maturity Date (if more than one U.S. Treasury Instrument meets
         the requirements of this sentence, the Instrument used to
               calculate the amount pursuant to this subparagraph (a) shall be
         based on the Instrument having the coupon rate closest to
                7.25%); and (2) the principal balance of the Loan (including all
               unpaid interest thereon) as of the date the payment is made; or

          (b) One percent (1%) of the entire unpaid principal balance of the
Note.                                           

         In the event that no yield rate is published on the U.S. Treasury
Instrument described above, then the nearest equivalent U.S. Treasury 
Instrument shall be selected at Lender's sole discretion. If the      
     publication of such yield rates in The Wall Street Journal is discontinued,
    Lender shall select a security with a comparable rate and term to the U.S.
Treasury Instrument described in subparagraph (a) above. After the    
expiration of the Permitted Prepayment Period, Borrower shall have the
right or privilege to prepay all (but not less than all) of the unpaid
principal balance of the Note, subject to certain conditions.         

Y3          (a) The principal balance of this Note may not be prepaid in whole  
   or in part prior to the Sixth Loan Year (defined below). During the Sixth
     Loan Year or any time thereafter, the principal balance of this Note may be
    prepaid in whole, but not in part, upon not less than 30 days and not more
   than 120 days prior written notice to Lender specifying the date on which
prepayment is to be made (the "Prepayment Date") which date must be a 
Payment Date and upon payment of:                                     

                (i)   all accrued interest to and including the Prepayment Date;

      (ii)  all other sums due under this Note, the Security
            Instrument and all Other Security Documents; and

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   (iii) the Prepayment Consideration (defined below).

Notwithstanding anything to the contrary herein, provided no Event of 
Default exists under this Note, the Security Instrument or the Other  
    Security Documents, in the event of any prepayment which occurs during the
twelve months prior to the Anticipated Repayment Date, no Prepayment  
   Consideration shall be due in connection therewith, but Borrower shall be
required to pay all other sums due hereunder.                         

           (b) The Prepayment Consideration shall equal an amount equal to the
 product of (A) the ratio of the amount of the principal balance of this
   Note being prepaid over the outstanding principal balance of this Note on
   the Prepayment Date (after subtracting the scheduled principal payment on
such Prepayment Date), multiplied by (B) the present value as of the  
Prepayment Date of the remaining scheduled payments of principal and  
  interest from the Prepayment Date through the Anticipated Repayment Date
    (including any balloon payment) determined by discounting such payments at
the Discount Rate (as hereinafter defined) less the amount of the     
  outstanding principal balance of this Note on the Prepayment Date (after
   subtracting the scheduled principal payment on such Prepayment Date). The
   "Discount Rate" is the rate which, when compounded monthly, is equivalent
to the Treasury Rate (as hereinafter defined), when compounded        
 semiannually. The "Treasury Rate" is the yield calculated by the linear
 interpolation of the yields, as reported in Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Government
  Securities/Treasury constant maturities for the week ending prior to the
   Prepayment Date, of U.S. Treasury constant maturities for the week ending
 prior to the Prepayment Date, of U.S. Treasury constant maturities with
   maturity dates (one longer and one shorter) most nearly approximating the
Anticipated Repayment Date. (In the event Release H.15 is no longer   
  published, Lender shall select a comparable publication to determine the
     Treasury Rate.) Lender shall notify Borrower of the amount and the basis of
determination of the required prepayment consideration.               

           (c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
  after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).                                       

          (d) On the Anticipated Repayment Date, or on any scheduled payment
date thereafter, Borrower may, at its option and upon thirty (30) days
    prior written notice to Lender, prepay in whole or in part the outstanding
principal balance of the Note without payment of the Prepayment       
     Consideration or any other premium or consideration. Any such payment shall
be applied to the last payments of principal due under the Note.      

Y4          Maker shall have the right to prepay the outstanding principal of   
the Note, in whole but not in part, at any time during the Initial    
  Prepayment Period. With any such prepayment (whether made voluntarily or
involuntarily as a result of an acceleration of the Maturity Date, or 
otherwise), Maker shall also pay:                                     

           (a) all accrued and unpaid interest on the principal being prepaid;

     (b) all "Additional Amounts" (as defined below) then due; and

         (c) a prepayment premium, if any, equal to the product of (i) the
             "Average Interest Loss (Monthly)" (as defined below) and (ii)
                the number of months from the date of prepayment to the Maturity
       Date (with any fraction of a month counted as a month),
              discounted to present value at the "Discount Rate" (as defined
             below) over a period equal to one-half (1/2) of the number of
months in this subsection (c)(ii).              

  At the option of Payee, in its sole and absolute discretion, Maker shall
    have no right to make any partial prepayment during the term of this Note,
and shall have no right to make a prepayment on any date other than a 
Payment Date.                                                         

            For purposes of this Exhibit, the following definitions shall apply:

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            (a) "Additional Amounts" means all amounts payable by Maker to Payee
              under this Note, the Deed of Trust and the Security Documents;

            (b) "Average Interest Loss (Monthly)" means the amount determined by
                dividing (i) the product of the Average Principal Amount and the
Fixed Lost Rate, by (ii) 12;                    

           (c) "Average Principal Amount" means the amount equal to either (i)
           one-half (1/2) the sum of (A) the amount of principal being
               prepaid and (B) the amount of principal that is scheduled to be
               due on the Maturity Date ("Balloon Amount"), or (ii) the amount
           of principal being prepaid, if such amount is less than the
Balloon Amount;                                 

          (d) "Discount Rate" means the rate per annum equal to the yield to
          maturity of Treasury Obligations determined on the date of
prepayment;                                     

   (e) "Fixed Lost Rate" means the rate per annum equal to the
               percentage, if any, by which (i) the interest rate on this note
            exceeds (ii) the yield to maturity of United States Treasury
               debt obligations having a maturity date nearest to the Maturity
        Date ("Treasury Obligations"), determined on the date of
prepayment.                                     

  The maturity date and yield to maturity of Treasury Obligations shall be
determined by Payee in its sole and absolute discretion based on the  
quotations published in The Wall Street Journal or other comparable   
source(s).                                                            

Y5          (a) The principal balance of this Note may not be prepaid in whole  
   or in part prior to the sixth (6th) Loan Year (defined below). During the
     sixth (6th) Loan Year or any time thereafter, the principal balance of this
  Note may be prepaid in whole, but not in part, upon not less than thirty
    (30) days and not more than sixty (60) days prior written notice to Lender
specifying the date on which prepayment is to be made (the "Prepayment
Date") which date must be a Payment Date and upon payment of:         

        (i)   all interest to and including the Prepayment Date;

      (ii)  all other sums due under this Note, the Security
        Instrument and Other Security Documents; and

   (iii) the Prepayment Consideration (defined below).

Notwithstanding anything to the contrary herein, provided no Event of 
Default exists under this Note, the Security Instrument or the Other  
    Security Documents, in the event of any prepayment which occurs during the
six (6) months prior to the Maturity Date, no Prepayment Consideration
     shall be due in connection therewith, but Borrower shall be required to pay
all other sums due hereunder.                                         

           (b) The Prepayment Consideration shall equal an amount equal to the
 product of (A) the ratio of the amount of the principal balance of this
  Note being repaid over the outstanding principal balance of this Note on
   the Prepayment Date (after subtracting the scheduled principal payment on
such Prepayment Date), multiplied by (B) the present value as of the  
  Prepayment Date of the remaining scheduled payments of the principal and
    interest from the Prepayment Date through the Maturity Date (including any
  balloon payment) determined by discounting such payments at the Discount
    Rate (as hereinafter defined) less the amount of the outstanding principal
balance of this Note on the Prepayment Date (after subtracting the    
   scheduled principal payment on such Prepayment Date). The "Discount Rate"
   is the rate which, when compounded monthly, is equivalent to the Treasury
    Rate (as hereinafter defined), when compounded semiannually. The "Treasury
     Rate" is the yield calculated by the linear interpolation of the yields, as
    reported in the Federal Reserve Statistical Release H.15-Selected Interest
Rates under the heading U.S. Government Securities/Treasury constant  
maturities for the week ending prior to the Prepayment Date, of U.S.  
  Treasury constant maturities for the week ending prior to the Prepayment
Date, of U.S. Treasury constant maturities with maturity dates (one   

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  longer and one shorter) most nearly approximating the Maturity Date. (In
the event Release H.15 is no longer published, Lender shall select a  
     comparable publication to determine the Treasury Rate.) Lender shall notify
Borrower of the amount and the basis of determination of the required 
prepayment premium.                                                   

           (c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
  after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).                                       

          (d) If any notice of prepayment is given under this Article 6, the
principal balance of this Note and the other sums required under this 
    prepayment section shall be due and payable on the Prepayment Date. Lender
     shall not be obligated to accept any prepayment of the principal balance of
     this Note unless it is accompanied by all sums due in connection therewith.
Notwithstanding anything contained in this Article 6 to the contrary, 
   provided no Event of Default exists, no Prepayment Consideration shall be
    due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to  
   Sections 3.3 and 3.6 of the Security Instrument or changes in the tax and
   debt credit pursuant to Section 7.3(a) or (b) of the Security Instrument,
but Borrower shall be required to pay all other sums due and payable  
hereunder.                                                            

          (e) If a Default Prepayment (defined below) occurs, Borrower shall
pay to Lender the entire Debt, including, without limitation, the     
     Prepayment Consideration calculated from the date of the Default Prepayment
through and including the Maturity Date.                              

For purposes of this Note, the term "Default Prepayment" shall mean a 
   prepayment of the principal amount of this Note made after the occurrence
   of any Event of Default or an acceleration of the Maturity Date under any
 circumstances, including, without limitation, a prepayment occurring in
connection with reinstatement of the Security Instrument provided by  
   statute under foreclosure proceedings or exercise of a power of sale, any
    statutory right of redemption exercised by the Borrower or any other party
having a statutory right to redeem or prevent foreclosure, any sale in
foreclosure or under exercise of a power of sale or otherwise.        

Y6   (a) The principal balance of this Note may not be prepaid in whole or in   
   part prior to the sixth (6th) Loan Year (defined below). During the sixth
  (6th) Loan Year or at any time thereafter, the principal balance of this
 Note may be prepaid in whole, but not in part, upon not less than sixty
(60) days prior written notice to Lender specifying the date on which 
prepayment is to be made (the "Prepayment Date") which date must be a 
Payment Date and upon payment of:                                     

                (i)   all accrued interest to and including the Prepayment Date;

      (ii)  all other sums due under this Note, the Security
            Instrument and all other Security Documents; and

   (iii) the Prepayment Consideration (defined below).

Notwithstanding anything to the contrary herein, provided no Event of 
Default exists under this Note, the Security Instrument or the other  
  Security Documents, in the event of a prepayment which occurs during the
  three (3) months prior to the Maturity Date, no Prepayment Consideration
     shall be due in connection therewith, but Borrower shall be required to pay
all other sums due hereunder.                                         

           (b) The Prepayment Consideration shall equal an amount equal to the
     greater of (i) one percent (1%) of the principal balance of this Note being
prepaid, or (ii) the product of (A) the ratio of the amount of the    
     principal balance of this Note being prepaid over the outstanding principal
   balance on the Prepayment Date (after subtracting the scheduled principal
     payment on such Prepayment Date), multiplied by (B) the present value as of
  the Prepayment Date of the remaining scheduled payments of principal and
    interest from the Prepayment Date through the Maturity Date (including any
balloon payment determined by discounting                             

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     such payments at the Discount Rate (as hereinafter defined) less the amount
  of the outstanding principal balance of this Note on the Prepayment Date
(after subtracting the scheduled principal payment on such Prepayment 
   Date). The "Discount Rate" is the rate which, when compounded monthly, is
   equivalent to the Treasury Rate (as hereinafter defined), when compounded
  semi-annually. The "Treasury Rate" is the yield calculated by the linear
 interpolation of the yields, as reported in Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Government
  Securities/Treasury constant maturities for the week ending prior to the
   Prepayment Date, of U.S. Treasury constant maturities with maturity dates
   (one longer and one shorter) most nearly approximating the Maturity Date.
  (In the event Release H.15 is no longer published, lender shall select a
     comparable publication to determine the Treasury Rate.) Lender shall notify
   Borrower of the amount and the basis of the determination of the required
prepayment consideration.                                             

           (c) "Loan Year" as used in this Note shall mean each 365 or 366, if
applicable, day period after the first day of the first calendar month
  after the date of this Note (or the date of this Note if it is dated the
first day of a calendar month).                                       

          (d) If any notice of prepayment is given under this Article 6, the
principal balance of this Note and all other sums required under this 
    prepayment section shall be due and payable on the Prepayment Date. Lender
     shall not be obligated to accept any prepayment of the principal balance of
     this Note unless it is accompanied by all sums due in connection therewith.
Notwithstanding anything contained in this Article 6 to the contrary, 
   provided no Event of Default exists, no Prepayment Consideration shall be
    due in connection with a complete or partial prepayment resulting from the
application of insurance proceeds or condemnation awards pursuant to  
    Sections 3.3 and 3.6 of the Security Instrument or changes in tax and debt
  credit pursuant to section 7.3(a) or (b) of the Security Instrument, but
Borrower shall be required to pay all other sums due hereunder.       

          (e) If a Default Prepayment (defined below) occurs, Borrower shall
     pay to lender the entire Debt, including, without limitation, the following
amounts:                                                              

             (i)   If the Default Prepayment occurs prior to the time when
               prepayment of the principal balance of this Note is
                    permitted, an amount equal to the sum of (A) the present
                      value of the interest payments which would have accrued on
                     the principal balance of this Note (outstanding as of the
              date of such Default Prepayment) at the Applicable
                    Interest Rate from the date of the Default Prepayment to
                   the first date prepayment is permitted pursuant to this
                Note discounted at a rate equal to the Treasury Rate
                     except that such Treasury Rate shall be based on the U.S.
                    Treasury constant maturity most nearly approximating the
                   date on which prepayment is first permitted pursuant to
                      this Note, and (B) the Prepayment Consideration calculated
                    as of the first date prepayment is permitted pursuant to
this Note; and                      

                (ii)  If the Default Prepayment occurs at a time when prepayment
                   of the principal balance of this Note is permitted, the
Prepayment Consideration.           

For purposes of this Note, the term "Default Prepayment" shall mean a 
   prepayment of the principal amount of this Note made after and during the
    occurrence of any Event of Default or an acceleration of the Maturity Date
under any circumstances, including, without limitation, a prepayment  
occurring in connection with reinstatement of the Security Instrument 
     provided by statute under foreclosure proceedings or exercise of a power of
    sale, any statutory right of redemption exercised by Borrower or any other
   party having a statutory right to redeem or prevent foreclosure, any sale
in foreclosure or under a power of sale or otherwise.                 

PREPAYMENT PENALTY FORMULAS                                                     

P1       3% penalty for 12 months, then 2% penalty for 12 months, then 1%       
penalty for 9 months.                                         

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P2       5% penalty for 12 months, then 4% penalty for 12 months, then 3%       
penalty for 12 months., then 2% penalty for 12 months.        

P3       5% penalty for 12 months, then 4% penalty for 12 months, then 3%       
       penalty for 12 months, then 2% penalty for 12 months, then 1% penalty
or 9 months                                                   

P4       1% penalty for 14 months                                               

P5       1% penalty for 15 months                                               

P6       2% penalty for 14 months                                               

P7       1% penalty for 18 months                                               

P8       3% penalty for 12 months, then 2% penalty for 12 months, then 1%       
penalty for 8 months                                          

P9       2% penalty for 32 months                                               

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ANNEX B 
------------------------------------------------------------------------------- 
CREDIT   FIRST                                                                  
SUISSE   BOSTON       MORGAN STANLEY DEAN WITTER                 NCB            

(212) 325-3295             (212) 761-2164              NATIONAL COOPERATIVE BANK
--------------------------------------------------------------------------------

[Two graphics were omitted from the top of each page in this Annex that         
consisted of the corporate logos of Credit Suisse First Boston, Morgan Stanley  
Dean Witter and National Consumer Bank.]                                        

CMBS NEW ISSUE

COLLATERAL AND STRUCTURAL TERM SHEET

$1.1 BILLION (APPROXIMATE)
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000 - C1

----------------------------------------------- 

EXPECTED PRICING DATE: WEEK OF JULY 24, 2000

----------------------------------------------- 

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
AS DEPOSITOR

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC. &
NATIONAL CONSUMER COOPERATIVE BANK
AS MORTGAGE LOAN SELLERS
CREDIT SUISSE FIRST BOSTON CORPORATION &
MORGAN STANLEY DEAN WITTER
 AS CO-LEAD MANAGERS AND JOINT BOOKRUNNERS

CREDIT SUISSE FIRST BOSTON                            MORGAN STANLEY DEAN WITTER

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

                                                        [Enlarge/Download Table]


I.  ISSUE CHARACTERISTICS                                                                                                     

                                                                                                                              
ISSUE TYPE:                Public: Class A-1, A-2, B, C, and D                                                                
                           144A: Class A-X, E, F, G, H, J, K, L, M, and N                                                     

OFFERED SECURITIES:        Classes A-1, A-2, B, C, and D totaling approximately $971,600,000                                  

PASS-THROUGH STRUCTURE:    Senior/Subordinate, Sequential Pay, Pass-Through Certificates                                      

COLLATERAL:                Pool of 211 fixed rate commercial and multifamily Mortgage Loans totaling $1,111,999,815           

SELLERS:                   Credit Suisse First Boston Mortgage Capital LLC (63.5%)                                            
                           Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8%)                                           
                           National Consumer Cooperative Bank (11.7%)                                                         

CO-LEAD MANAGERS AND       Credit Suisse First Boston Corporation                                                             
JOINT BOOKRUNNERS:         Morgan Stanley Dean Witter                                                                         

MASTER SERVICERS:          CapMark Services, L.P.                                                                             
                           National Consumer Cooperative Bank (with respect to loans deposited by NCCB)                       
                           BNY Asset Solutions (with respect to the 1211 Avenue of the Americas loan) First Union             
                           National Bank (with respect to the L'Enfant loan)                                                  

SPECIAL SERVICERS:         Lennar Partners, Inc.                                                                              
                           National Consumer Cooperative Bank (with respect to loans deposited by NCCB) Orix Real Estate      
                           Capital Markets, LLC (with respect to the 1211 Avenue of the Americas loan)                        

TRUSTEE:                   Wells Fargo Corporate Trust Services, Wells Fargo Bank Minnesota, N.A.                             
                           (formerly known as Norwest Bank Minnesota, National Association)                                   

CUT-OFF DATE:              July 11, 2000                                                                                      

EXPECTED PRICING DATE:     Week of July 24th, 2000                                                                            

CLOSING DATE:              On or about August 4, 2000                                                                         

DISTRIBUTION DATES:        The fourth business day after the eleventh day of the month, commencing August 17, 2000            

MINIMUM DENOMINATIONS:     $25,000 for all offered Certificates and in additional multiples of $1,000                         

SETTLEMENT TERMS:          DTC, Euroclear and Clearstream, same day funds, with accrued interest                              

ERISA:                     Class A-1 and A-2 Certificates are expected to be ERISA eligible                                   

SMMEA:                     No Class of Certificates is SMMEA eligible                                                         

RISK FACTORS:              THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE SUITABLE FOR ALL INVESTORS.  SEE THE "RISK
                           FACTORS" SECTION OF THE PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS" SECTION OF THE PROSPECTUS     

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

II.  TRANSACTION FEATURES                                                       

LOAN POOL:                                                            

o  211 commercial and multifamily loans totaling $1.1 billion 

o  Average Cut-Off Date Balance: $5,270,141                   

      o  Three largest loan concentrations total $160,606,841 representing
14.4% of Initial Pool Balance                           

       o  Ten largest loans total $384,581,842 representing 34.6% of Initial
Pool Balance                                            

MORTGAGE LOAN SELLERS:                                                

      o  Credit Suisse First Boston Mortgage Capital LLC (63.5% of Initial
Pool Balance)                                           

       o  Morgan Stanley Dean Witter Mortgage Capital Inc. (24.8% of Initial
Pool Balance)                                           

       o  National Consumer Cooperative Bank (11.7% of Initial Pool Balance)

CREDIT STATISTICS:                                                    

         o  Wtd. avg. DSCR of 1.97x (1.42x excl. NCCB), (1.35x excl. NCCB & 1211
Ave. of Americas)                                       

       o  Wtd. avg. LTV of 61% (66% excl. NCCB), (68% excl. NCCB & 1211 Ave.
of Americas)                                            

         o  Wtd. avg. Balloon/ARD LTV of 55% (58% excl. NCCB), (60% excl. NCCB &
1211 Ave. of Americas)                                  

PROPERTY TYPES:                                                       

o  27.7% Office properties                                    

o  21.0% Retail properties (19.5% anchored, 1.6% unanchored)  

o  12.1% Residential Cooperative properties                   

o  8.1% Multifamily properties                                

o  9.8% Mixed Use properties                                  

o  9.4% Industrial properties                                 

 o  8.5% Hospitality properties (5.9% full service, 1.3% limited
service, 1.3% extended stay)                            

GEOGRAPHIC DISTRIBUTION:                                              

         o  New York: 24.3% of Initial Pool Balance (6.9% excl. NCCB & 1211 Ave.
of Americas)                                            

o  California: 12.7% of Initial Pool Balance                  

o  Washington: 8.9% of Initial Pool Balance                   

o  Texas: 6.6% of Initial Pool Balance                        

o  Massachusetts: 5.5% of Initial Pool Balance                

o  Florida: 5.0% of Initial Pool Balance                      

       o  25 other states plus Washington, DC with no other state comprising
more than 5% of the Initial Pool Balance                

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

CALL PROTECTION:                                                      

o  100.0% subject to lockout/defeasance at new issue ( 1 )    

o  0.0% subject to yield maintenance at new issue             

        o  0.0% subject to either fixed penalties or open to prepayment at new
issue                                                   

RESERVES(2):                                                          

o  93.9% of the Mortgage Loans have upfront and/or collected  
Replacement Reserve/FF&E escrow requirements            

      o  84.1% of the Mortgage Loans secured by office, retail, industrial
     and mixed-use properties have upfront and/or collected Tenant
Improvement /Leasing Commission escrow requirements     

o  93.4% of the Mortgage Loans have tax escrow requirements   

   o  92.6% of the Mortgage Loans have insurance escrow requirements

COLLATERAL INFORMATION UPDATES:                                       

        o  Certificateholder Reports are expected to be available on the World
       Wide Web at the Trustee's website www.ctslink.com/cmbs and will
include:                                                

o  Updated Loan information; and                        

o  Detailed Payment and Delinquency information         

        o  The Servicers will provide Updated Property Operating and Occupancy
      Information to Certificateholders via the Trustee's website at
www.ctslink.com/cmbs                                    

BOND INFORMATION:                                                     

o  Bond Cashflows are expected to be modeled by:              

o  TREPP (via Bloomberg);                               

o  CONQUEST at www.cmbs.com; and                        

o  INTEX                                                

LEHMAN AGGREGATE BOND INDEX:                                          

        o  It is expected that this transaction will be included in the Lehman
Aggregate Bond Index                                    

(1) Excluding Residential Cooperatives.                                       

          (2) Excluding Residential Cooperatives, which are structured as single
purpose entities and are required to maintain internal reserves equal to not    
less than 10% of annual maintenance.                                            

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

III.  EXECUTIVE SUMMARY                                                         

                                                        [Enlarge/Download Table]

                                   APPROXIMATE                                                                                    
                        INITIAL       % OF                                      ASSUMED                                           
                      CERTIFICATE   AGGREGATE                         INITIAL   WEIGHTED            ASSUMED           RATED       
                      BALANCE OR     INITIAL   APPROXIMATE             PASS-    AVERAGE   ASSUMED    FINAL            FINAL       
         RATING(A)     NOTIONAL    CERTIFICATE   CREDIT               THROUGH     LIFE   PRINCIPAL DISTRIBUTION    DISTRIBUTION   
 CLASS   FITCH/S&P    BALANCE(B)     BALANCE     SUPPORT  DESCRIPTION   RATE   (YEARS)(c) WINDOW     DATE(D)          DATE(E)     
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
  A-1    AAA/AAA      $184,200,000  16.565%    22.509%    Fixed               %                   July 2008       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
  A-2    AAA/AAA      $677,500,000  60.926%    22.509%    Fixed               %                   April 2010      April 2062      
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted                                                                
                                                          Average Net                                                             
                                                          Mortgage Rate                                                           
   B     AA/AA         $50,100,000   4.505%    18.004%    minus  %         %(g)                   May 2010        April 2062      
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted                                                                
                                                          Average Net                                                             
                                                          Mortgage Rate                                                           
   C     A/A           $44,500,000   4.002%    14.002%    minus  %         %(g)                   May 2010        April 2062      
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted                                                                
                                                          Average Net                                                             
                                                          Mortgage Rate                                                           
   D     A-/A-         $15,300,000   1.376%    12.626%    minus  %         %(g)                   May 2010        April 2062      
----------------------------------------------------------------------------------------------------------------------------------
Private Certificates(h)                                                                                                           
----------------------------------------------------------------------------------------------------------------------------------
                                                          (Component                                                              
                                                          Structure)                                                              
                                                          Interest                                                                
  A-X    AAA/AAAr    $1,111,999,815   NAP      NAP        Only             %(f)                   September 2024  April 2062      
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted                                                                
                                                          Average Net                                                             
                                                          Mortgage                                                                
   E     BBB/BBB       $29,100,000   2.617%    10.009%    Rate             %(g)                   May 2010        April 2062      
----------------------------------------------------------------------------------------------------------------------------------
                                                          Weighted                                                                
                                                          Average Net                                                             
                                                          Mortgage                                                                
   F     BBB-/BBB-     $13,900,000   1.250%     8.759%    Rate             %(g)                   May 2010        April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   G     BB+/BB+       $30,600,000   2.752%     6.007%    Fixed               %                   June 2010       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   H     BB/BB         $12,500,000   1.124%     4.883%    Fixed               %                   June 2010       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   J     BB-/BB-        $9,800,000   0.881%     4.002%    Fixed               %                   June 2010       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   K     B+/B+         $11,100,000   0.998%     3.004%    Fixed               %                   June 2010       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   L     B/B            $9,700,000   0.872%     2.131%    Fixed               %                   October 2011    April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   M     B-/NR          $8,400,000   0.755%     1.376%    Fixed               %                   July 2014       April 2062      
----------------------------------------------------------------------------------------------------------------------------------
   N     NR/NR         $15,299,815   1.376%     0.000%    Fixed               %                   September 2024  April 2062      
----------------------------------------------------------------------------------------------------------------------------------

(a)  Ratings shown are those of Fitch, Inc.("Fitch") and/or Standard and Poor's 
 Ratings Services ("S&P"), respectively. Classes marked "NR" will not be
rated by the applicable ratingagency.                                 

(b)  The principal or notional balance of any class may be changed by up to 5%. 

(c)  This is the average amount of time in years between the closing date and   
    the payment of each dollar of principal. The Class A-X Certificates do not
  have a principal balance and do not receive principal distributions; the
    weighted average life of this class is based on its notional amount, which
will decrease as the principal balances of the other classes decrease.

(d)  This date was calculated assuming, among other things, that there are no   
  voluntary or involuntary prepayments. There may be some voluntary and/or
involuntary prepayments.                                              

(e)  This date was set at two years after the latest maturity date of any       
 mortgage loan which is not a balloon loan or, for any balloon loan, the
date upon which it would be deemed to mature in accordance with its   
original amortization schedule absent its balloon payment.            

(f)  This pass-through rate will change from time to time based on the weighted 
     average of the component rates. (g) This pass-through rate may change based
on the weighted average net mortgage rate.                            

(h)  Not offered hereby.                                                        

The Class V-1, Class V-2, Class R and Class LR Certificates are not represented 
in this table.                                                                  

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

IV. PREPAYMENT PREMIUM ALLOCATION                                               

FIXED PREPAYMENT PREMIUMS:                                            

         o  Fixed Prepayment premiums will be distributed on each Distribution
Date as follows:                                      

              o  25% will be distributed to the Class A-1, A-2, B, C, D, E and
                F Certificates, pro rata, based upon the amount of principal
distributable to each such Class; and       

       o  75% will be distributed to the Class A-X Certificates.

YIELD MAINTENANCE PREPAYMENT PREMIUMS:                                

        o  Yield Maintenance Prepayment Premiums will be distributed on each
Distribution Date as follows:                         

         o  A portion (based on the Base Interest Fraction described
                  below) will be delivered to the Class A-1, A-2, B, C, D, E and
                F Certificates, pro rata, based upon the amount of principal
distributable to each such Class; and       

             o  The remainder will be distributed to Class A-X Certificates.

     o  With respect to each Class of Certificates, the "Base Interest
Fraction" is a fraction having:                       

            o  A numerator equal to the excess of the Pass-Through Rate on
             such Class of Certificates over the discount rate used in
 calculating the yield maintenance charge; and

              o  A denominator equal to the excess of the mortgage rate of the
prepaid loan over such discount rate.       

YIELD MAINTENANCE PREPAYMENT PREMIUM EXAMPLE:                         

      o  The following is an example of the Yield Maintenance Prepayment
     Premium/Allocation described above based on the information
contained herein and the following assumptions:       

o  Two Classes of Certificates: Class A-1 and A-X 

              o  The characteristics of the Mortgage Loan being prepaid are as
follows:                                    

-Loan Balance: $10,000,000              
-Mortgage Rate: 8.0%                    
 -Maturity Date: 10 years (August 1, 2010)
-The Discount Rate is equal to 5.75%    
          -The Class A-1 Pass-Through Rate is equal to 7.00%

                                                        [Enlarge/Download Table]

                                                      CLASS A-1          CLASS A-X          
        METHOD                                        CERTIFICATES      CERTIFICATES        
--------------------------------------------------------------------------------------------
                                                                                            
(Class A-1 Pass Through Rate - Yield Rate)            (7.00%-5.75%)     (100.00%-55.56%)    
------------------------------------------            -------------                         
(Mortgage Rate - Yield Rate)                          (8.00%-5.75%)                         

Prepayment Premium Allocation                          55.56%                    44.44%     

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

V. ADDITIONAL DEAL FEATURES                                                     

PREPAYMENT INTEREST SHORTFALLS:                                       

    o  Any Prepayment Interest Shortfalls that are not offset by the
         Servicing Fee and interest accrued on such prepayments from the
        date of prepayment will be allocated pro rata to each Class of
         Certificates in proportion to the amount of interest accrued on
such Class on such Distribution Date.                 

CONTROLLING CLASS:                                                    

       o  The most subordinate Class of Certificates then outstanding that
      has a principal balance at least equal to 25% of the initial
principal balance of such Class; or                   

o  If no such Class exists, the most subordinate Class then 
outstanding.                                          

SPECIAL SERVICERS / LOAN MODIFICATIONS:                               

          o  The Special Servicers will be responsible for servicing loans that,
       in general, are in default or are in imminent default and for
        administering REO Properties. The Special Servicers may (if in
     their sole good faith and reasonable judgement, the Special
          Servicers believe such action would maximize the recovery to the
Certificateholders on a present value basis):         

o  Modify such loans                              

               o  Extend the date on which any Balloon Payment o is scheduled to
                  be due (but not beyond the date three years prior to the Rated
Final Distribution Date).                   

          o  Generally, the Special Servicers will be permitted to modify, waive
  or amend any term of a non-defaulted loan, provided such
modification, waiver or amendment will not:           

            o  Affect the amount or timing of any payments under the loan;

          o  Affect the obligation of the borrower to pay a prepayment
               premium or yield maintenance prepayment premium or permit a
prepayment during a lockout period;         

               o  Result in a release of the lien of the related mortgage on any
        material portion of the mortgaged property without a
corresponding principal prepayment; or      

          o  Materially impair the security for the loan or reduce the
        likelihood of timely payment of amounts due thereon.

PRINCIPAL & INTEREST ADVANCES:                                        

  o  The Master Servicers, will generally be required to advance
        delinquent scheduled payments of principal and interest on the
             Mortgage Loans (excluding any balloon payments, default interest or
          excess interest) and other required amounts through liquidation,
            subject to a recoverability standard. BNY Asset Solutions LLC will
    be responsible to advance delinquent scheduled payments of
        principal and interest on the 1211 Avenue of the Americas Loan
through maturity.                                     

     o  In the event that the Master Servicers fail to make a required
             advance of delinquent scheduled payments of principal and interest,
the Trustee will be obligated to make the advance.    

OPTIONAL TERMINATION:                                                 

        o  At any time the Trust Fund Balance is equal to or less than 1% of
     the original Trust Fund loan balance, the Trust Fund may be
   terminated and the Certificates retired at the option of:

o  The Sellers; or, if they decline,              

        o  The majority holder of the Controlling Class; or, if it
declines,                                   

  o  The Special Servicers; and lastly, the Servicers.

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

                          ----------------------------------------------------
A-X                       
A-1                       
A-1                       
A-2                       
A-2                       
A                    B                                              
P                    B                                              
P                    C                                              
L      C             C                                              
I      A             D                                              
  E      S             D        [A graphic was omitted that consisted of
 D      H             E        a horizontal bar graph illustrating the
                      E        interest payments and principal windows
L      F             F        of each class of certificates.]       
O      L             F                                              
S      O             G                                              
S      W             G                                              
E                    H                                              
S                    H                                              
J                         
J                         
K                         
K                         
L                         
L                         
M                         
M                         
N                         
N                         
                          ----------------------------------------------------
                       0      50     100     150     200     250     300

[ ] Interest                                                                    
[ ] Principal                                                                   

(1)      The Class A-1, A-2 and A-X certificates will be paid interest on a pro 
rata basis.                                                   

(2)      The above analysis is based on the Maturity Assumptions and a 0% CPR as
described in the Prospectus Supplement.                       

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

[A graphic was omitted that consisted of a map of the United States that        
illustrated the number of properties in each state and their respective         
percentage of the Initial Pool Balance by state.]                               

LOCATION - % BY TOTAL PRINCIPAL BALANCE                                         

Massachusetts           Kentucky               Washington                       
6 properties            1 property             6 properties                     
$60,604,995             $11,421,508            $99,314,534                      
5.5% of total           1.0% of total          8.9% of total                    

Connecticut             Alabama                Montana                          
1 property              2 properties           1 property                       
$8,670,771              $26,927,105            $12,671,976                      
0.8% of total           2.4% of total          1.1% of total                    

New York                Kansas                 Minnesota                        
100 properties          6 properties           1 property                       
$269,744,409            $25,132,247            $2,958,782                       
24.3% of total          2.3% of total          0.3% of total                    

New Jersey              Oklahoma               Illinois                         
6 properties            1 property             3 properties                     
$28,982,426             $2,757,787             $3,015,297                       
2.6% of total           0.2% of total          0.3% of total                    

Maryland                Texas                  Michigan                         
2 properties            18 properties          4 properties                     
$8,460,793              $72,906,629            $32,592,113                      
0.8% of total           6.6% of total          2.9% of total                    

Washington, DC          New Mexico             Indiana                          
3 properties            1 property             1 property                       
$51,627,624             $7,493,175             $29,847,318                      
4.6% of total           0.7% of total          2.7 of total                     

Virginia                Colorado               Ohio                             
3 properties            1 property             2 properties                     
$20,920,529             $1,967,606             $9,625,606                       
1.9% of total           0.2% of total          0.9% of total                    

North Carolina          Arizona                Pennsylvania                     
3 properties            5 properties           4 properties                     
$11,704,892             $9,271,649             $30,398,332                      
1.1% of total           0.8% of total          2.7% of total                    

South Carolina          California             New Hampshire                    
1 property              17 properties          1 property                       
$3,241,926              $141,336,965           $4,970,597                       
0.3% of total           12.7% of total         0.4% of total                    

Georgia                 Nevada                 Hawaii                           
8 properties            2 properties           4 properties                     
$33,364,644             $6,313,632             $24,972,537                      
3.0% of total           0.6% of total          2.2% of total                    

Florida                 Oregon                                                  
12 properties           1 property                                              
$56,030,518             $2,730,895                                              
5.0% of total           0.2% of total                                           

-------------------------------------------------------------------------       
[ ]       [is less than] 1.00% of Cut-Off Date Allocated Loan Amount            

[ ]       1.01% - 5.99% of Cut-Off Date Allocated Loan Amount                   

[ ]       6.00% - 9.99%  of Cut-Off Date Allocated Loan Amount                  

[ ]       [is greater than] 9.99% of Cut-Off Date Allocated Loan Amount         
-------------------------------------------------------------------------       
--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

[A graphic was omitted that consisted of a pie graph that demonstrated the      
property type percentage by total principal balance.]                           

PROPERTY TYPE - % BY TOTAL PRINCIPAL BALANCE                                    

LESS THAN 2%                                                                    
Mobile Home Park 1.64%                                                          
Unanchored Retail 1.60%                                                         
Limited Service Lodging 1.28%                                                   
Extended Stay Lodging 1.28%                                                     
Assisted Living 1.29%                                                           
Self Storage 0.47%                                                              

FULL SERVICE LODGING 5.90%                                                      

MUTLIFAMILY 8.11%                                                               

INDUSTRIAL 9.40%                                                                

MIXED USE 9.82%                                                                 

COOPERATIVE RESIDENTIAL 12.06%                                                  

ANCHORED RETAIL 19.50%                                                          

OFFICE 27.70%                                                                   

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

                                                        [Enlarge/Download Table]
                               MORTGAGE LOAN, CREDIT AND CALL PROTECTION BY PROPERTY TYPE                                     

                                            PERCENT                                                                           
                            CUT-OFF DATE      OF                                             WTD. AVG.    WTD. AVG.   RATIO OF
                             PRINCIPAL       TOTAL      WTD. AVG.    WTD. AVG.   WTD. AVG.   REMAINING    REMAINING   LO & YM 
PROPERTY TYPE                 BALANCE       BALANCE      COUPON        DSCR         LTV    LO & YM (MOS)  TERM (MOS)   TO TERM
-------------                 -------       -------      ------        ----         ---    -------------  ----------   -------
                                                                                                                              
OFFICE                      $308,008,141      27.7%      8.201%       1.62x         58%         108          115       93.6%  
RETAIL                      $233,747,577      21.0%      7.966%       1.28x         74%         102          109       93.6%  
COOPERATIVE                 $134,109,511      12.1%      8.010%       6.06x         27%         119          128       92.7%  
MIXED USE                   $109,183,685       9.8%      8.157%       1.33x         67%          99          103       96.1%  
INDUSTRIAL                  $104,556,649       9.4%      8.327%       1.27x         68%         114          118       96.2%  
HOSPITALITY                  $94,464,680       8.5%      9.029%       1.51x         61%         109          113       96.3%  
MULTIFAMILY                  $90,171,400       8.1%      8.402%       1.30x         72%         111          116       95.9%  
OTHER                        $37,758,133       3.4%      8.379%       1.27x         66%         108          114       95.3%  
(Assisted Living, Mobile                                                                                                      
Home, Self Storage)                                                                                                           

TOTAL/AVG                 $1,111,999,815     100.0%      8.229%       1.97X         61%         108          114       94.4%  


--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

CALL PROTECTION BY PREPAYMENT RESTRICTION CATEGORIES                            
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------                                  
                                                                                                                  
100%                                                                                                              
 90%                                                                                                              
 80%                                                                                                              
 70%                                         [A graphic was omitted that consisted of a                           
 60%                                         vertical bar graph that demonstrated the call                        
 50%                                         protection by prepayment restriction categories.]                    
 40%                                                                                                              
 30%                                                                                                              
 20%                                                                                                              
 10%                                                                                                              
  0%                                                                                                              
--------------------------------------------------------------------------------                                  
      Jul-00    Jul-01    Jul-02     Jul-03     Jul-04      Jul-05     Jul-06     Jul-07    Jul-08  Jul-09  Jul-10


[ ] Lockout/Defeasance   [ ] Yield Maintenance  [ ] Percentage Penalty  [ ] Open

Note:  May not add up to 100% due to rounding.                                  

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                                                                                                          
                                                    $1,111,999,815 (approximate)                                          
CREDIT  FIRST                               Credit Suisse First Boston Mortgage Securities Corp.            NCB           
SUISSE  BOSTON  MORGAN STANLEY DEAN WITTER     Commercial Mortgage Pass-Through Certificates     National Cooperative Bank
                                                           Series 2000 - C1                                               

COLLATERAL SUMMARY

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                    
| Run Date:  07/13/10 20.51.16   |Orig Amort Term    Count   Pct |Loan Type      Count     Pct|Seller                  Count     Pct
| Cut-off Balance: 1,111,999,815 |---------------    -----   --- |---------      -----     ---|------                  -----     ---
| Date of Balances:     07/11/00 | 7+ - 10 years        5    .06 |Fixed Rate      211   100.00| CSFB                     77    63.53
| Loan Count:                211 |10+ - 15 years       24   1.81 |----------   ---------------| MSDW                     41    24.80
| Avg Balance:         5,270,141 |15+ - 20 years       13   2.08 |                            | NCB                      93    11.68
| Max Balance:        54,245,305 |20+ - 25 years       37  22.97 |Amort Type     Count     Pct|-------------------------------------
| Min Balance:            97,354 |25+ - 30 years      112  69.18 |----------     -----     ---|                                     
| Gross WAC:               8.229 |30+ - 40 years       13   2.10 |Balloon         108    33.18|Property Type           Pr Cnt    Pct
| Seasoning(Yrs):            .74 |Over 40 years         7   1.81 |Full Am          36     3.68|-------------           ------    ---
| Rem Term (Yrs):           9.54 |Wtd Avg Orig Amort Term: 29.02 |Hyper Am         67    63.14|Office                     25   27.70
| -------------------------------|------------------------------ |----------   ---------------|Retail                     33   21.02
|                                |                               |                            |Cooperative Residential    95   12.06
| Curr Gross Coupon  Count   Pct |Seasoning Term     Count   Pct |LTV            Count     Pct|Mixed Use                  12    9.82
| -----------------  -----   --- |--------------     -----   --- |---            -----     ---|Industrial                 14    9.40
| 6.00% - 6.99%         7   1.37 |12 Mos or less      176  73.16 |50.00% or less    90   15.61|Lodging                    15    8.50
| 7.00% - 7.49%        24  12.54 |1+ - 2 years         33  22.37 |50.01% - 60.00    26   18.66|Multifamily                23    8.11
| 7.50% - 7.99%        47  22.45 |2+ - 3 years          2   4.48 |60.01% - 70.00    31   26.87|Mobile Home Park            5    1.64
| 8.00% - 8.49%        61  28.86 |Wtd Avg. Seas Term:        .74 |70.01% - 75.00    42   26.97|Assisted Living             3    1.29
| 8.50% - 8.99%        47  22.22 |-------------------------------|75.01% - 80.00    22   11.90|Self Storage                2     .47
| 9.00% - 9.49%        20  11.05 |                               |Wtd Avg LTV:           61.03|                                     
| 9.50% - 9.99%         5   1.52 |Remaining Term     Count   Pct |----------------------------|TOTAL                                
| Wtd Avg. Current Coupon 8.229  |--------------     -----   --- |                            |                          227  100.01
| -------------------------------|4+ - 5 years          1    .30 |UW DSCR        Count     Pct|-------------------------------------
|                                |5+ - 7 years          1   1.10 |-------        -----     ---|                                     
| Curr Balance (000) Count   Pct |7+ - 10 years       175  94.68 |1.10x - 1.19       8    2.55|Location > 1%           Pr Cnt    Pct
| ------------------ -----   --- |10+ - 15 years       25   1.97 |1.20x - 1.24      21   19.21|-------------           ------    ---
| $ 500 or less         34   .79 |15+ - 20 years        7     99 |1.25x - 1.29      24   13.53|New York                   100  24.26
| $ 500+ - 1,000        20  1.31 |20+ - 25 years        2    .96 |1.30x - 1.39      35   25.21|California                  17  12.71
| $ 1,000+ - 2,000      39  5.25 |Wtd Avg. Remaining Term   9.54 |1.40x - 1.49      13   13.70|Washington                   6   8.93
| $ 2,000+ - 3,000      33  7.36 |Antic Repay Term for Hyper Am  |1.50x - 1.99      19   10.25|Texas                       18   6.56
| $ 3,000+ - 4,000      15  4.66 |______________________________ |2.00x and over    91   15.54|Massachusetts                6   5.45
| $ 4,000+ - 5,000      12  4.92 |                               |Wtd Avg DSCR:           1.97|Florida                     12   5.04
| $ 5,000+ - 7,500      22 12.30 |                               |----------------------------|Washington DC                3   4.64
| $ 7,500+ - 10,000     10  7.67 |                               |                            |Georgia                      8   3.00
| $10,000+ - 15,000      9  9.78 |                               |                            |Michigan                     4   2.93
| $15,000+ - 20,000      3  5.07 |                               |                            |Pennsylvania                 4   2.73
| $20,000+ - 30,000      8 16.84 |                               |                            |Indiana                      1   2.68
| $30,000+ - 40,000      2  6.91 |                               |                            |New Jersey                   6   2.61
| $40,000+ - 50,000      3 12.27 |------------------------------ |                            |Alabama                      2   2.42
| $50,000+ - 75,000      1  4.88 |                               |                            |Kansas                       6   2.26
| Avg Curr Balance: $ 5,270,141  |                               |                            |Hawaii                       4   2.25
| -------------------------------|                               |                            |Virginia                     3   1.88
|                                |                               |                            |Montana                      1   1.14
| Top 3 Loans:              14.4 |                               |                            |North Carolina               3   1.05
|                                |                               |                            |Kentucky                     1   1.03
| -------------------------------|                               |                            |-------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Under no circumstances shall the information presented hereby constitute an     
offer to sell or the solicitation of an offer to buy any security, nor shall    
there be any sale of securities in any jurisdiction in which such offer,        
solicitation or sale would be unlawful prior to registration, or qualification  
for an exemption from such registration, under the securities laws of such      
jurisdiction. You have requested that Credit Suisse First Boston Corporation    
("CSFB") and Morgan Stanley Dean Witter ("MSDW") provide to you information in  
connection with your considering the purchase of certain securities described   
herein. The attached information is being provided to you for informative       
purposes only in response to your specific request. The information contained   
herein has been compiled by CSFB and MSDW from sources that CSFB and MSDW       
believe to be reasonably reliable. However, CSFB and MSDW make no representation
or warranty as to the accuracy or completeness of such information and you must 
make your own determination as to whether the information is appropriate and    
responsive to your request. Any investment decision with respect to the         
securities described herein should be made solely on the results of your own due
diligence with respect to the securities and the mortgage loans referred to     
herein. This information may not be delivered by you to any other person without
CSFB's and MSDW's prior written consent. CSFB and MSDW may from time to time and
only upon your review of the prospectus and prospectus supplement perform       
investment banking services for or solicit investment banking business from any 
company named in the information herein. CSFB and MSDW and/or their employees   
may from time to time have a long or short position in any contract or security 
discussed herein.                                                               
--------------------------------------------------------------------------------

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 [MORGAN STANLEY DEAN WITTER LOGO]

[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 THE SELIG LOANS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE(1):             ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                   $ 62,850,000            $62,411,711

ORIGINATION DATE:            April 27, 1999                                     
INTEREST RATE:               7.99%                                              
AMORTIZATION:                360 months                                         
ARD:                         May 11, 2009                                       
ARD BALANCE:                 $56,443,363                                        

HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                    by 2.00% to 9.99% and all excess cash flow
                     is used to reduce the outstanding principal
                balance; the additional 2% interest is
                      deferred until the principal balance is zero

MATURITY DATE:               May 11, 2029                                       
BORROWER (SPECIAL            Selig Real Estate Holdings Eleven, L.L.C.,         
PURPOSE ENTITY):             and Selig Real Estate Holdings Sixteen,            
                     L.L.C., single asset entities the boards of
              both of which contain an independent
                   director; a non-consolidation opinion was
                 obtained in connection with origination

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until two months prior to the ARD
CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT(1):     $125                                               

UP-FRONT RESERVES(1):        Cap Ex:                               $19,250      
                       TI & LC:                             $350,000

ONGOING RESERVES(1):         CapEx(2):                                 Yes      
                       TI & LC(2):                               Yes
Real Estate Taxes &   
                       Insurance Reserve(3):                     Yes

LOCKBOX:                     Hard                                               
MEZZANINE:                   Yes                                                

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Portfolio of 2 Assets                              
PROPERTY TYPE:               Office                                             
LOCATION:                    Seattle, WA                                        

YEAR BUILT/RENOVATED:        190 Queen Anne Bldg.         1974/1985             
                                        1986
1000 Second Ave.      

OCCUPANCY (4):               190 Queen Anne Bldg.         99%                   
          1000 Second Ave.             98%

THE COLLATERAL:              One 40-story office building and one 5-story       
office building       
FEE OR LEASEHOLD:            Fee                                                

1000 2ND AVE                                           LEASE                    
MAJOR TENANTS                NRSF       % OF NRA     EXPIRATION                 
-------------                ----       --------     ----------                 
U.S. Customs                 52,604       12.6%       3/31/01                   
Immune Corporation           33,130       8.0%        12/31/03                  
Washington Mutual            15,367       3.7%        7/31/00                   

190 QUEEN ANNE                                         LEASE                    
MAJOR TENANTS                NRSF       % OF NRA     EXPIRATION                 
-------------                ----       --------     ----------                 
The Dial                     33,844       41.2%       4/26/05                   
Seattle Super Sonics         19,045       23.2%       7/31/00(5)                
KSR Radio                    14,217       17.3%       7/31/00(5)                

SQUARE FOOTAGE(1):           498,875                                            
PROPERTY MANAGEMENT:         Self Managed                                       

1999 NET OPERATING                                                              
INCOME(1):                   $7,773,385                                         

UNDERWRITTEN NET CASH                                                           
FLOW(1):                     $8,249,516                                         
APPRAISED VALUE(1):          $95,800,000                                        

CUT-OFF DATE LTV(1):         65.2%                                              
ARD LTV(1):                  58.9%                                              
DSCR(1):                     1.49                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) For the Selig Loans in the aggregate.                                       

(2) The Selig Borrowers are required to escrow $55,833.33 on a monthly basis    
    ($1.34/SF annually) into a tenant improvement and leasing commission reserve
  and $8,143.00 on a monthly basis ($0.20/SF annually) into a CapEx reserve.

(3) The Selig Borrowers are required to make monthly payments into a tax and    
   insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.                               

(4) Occupancy is based on the June 2, 2000 rent rolls for 1000 2nd Avenue and   
the May 8, 2000 rent roll for 190 Queen Anne.                           

(5) The Selig Borrower has pre-leased the space with respect to this property   
    pursuant to signed leases with third parties at rent above the current rent.

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 [MORGAN STANLEY DEAN WITTER LOGO]

[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1211 AVENUE OF THE AMERICAS LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                    $50,000,000            $50,000,000

ORIGINATION DATE:            April 5, 2000                                      
INTEREST RATE:               7.75%                                              
AMORTIZATION:                300 months (after 5 years of interest only)        
ARD:                         April 9, 2010                                      
ARD BALANCE:                 $42,687,901                                        
HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 9.75% and a pro rata portion of
                    all excess cash flow is used to reduce the
            outstanding principal balance; the
                      additional 2% interest is deferred until the
   principal balance is zero
MATURITY DATE:               April 9, 2030                                      
BORROWER (SPECIAL            JT 1211, L.P., general partner of which is         
PURPOSE ENTITY):             a special purpose entity, the board of which       
               contains two independent directors; a
                   non-consolidation opinion was obtained in
     connection with origination

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until six months prior to the ARD
CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT(3):     $104                                               

UP-FRONT RESERVES(4):        CapEx:                              $142,750       
                      TI & LC:                          $5,824,949
                      Free Rent Escrow Fund:           $10,684,008

ONGOING RESERVES(4):         CapEx(1):                                Yes       
                      TI & LC(1):                              Yes
Real Estate Taxes &   
                      Insurance Reserve(2):                    Yes

LOCKBOX:                     Hard                                               
MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Single Asset                                       
PROPERTY TYPE:               Office                                             

LOCATION:                    New York, NY                                       
YEAR BUILT/RENOVATED:        1973/1995                                          
OCCUPANCY(5):                100%                                               
THE COLLATERAL:              44-story office building                           
FEE OR LEASEHOLD:            Fee                                                

                                   LEASE
MAJOR TENANTS                NRSF       % OF NRA     EXPIRATION                 
-------------                ----       --------     ----------                 
News Corp                    652,874       35.5%      11/01/15                  
Chase Manhattan              471,675       25.6%       3/31/10                  
CIT                          180,830        9.8%      12/31/08                  

SQUARE FOOTAGE(4):           1,839,384                                          

PROPERTY MANAGEMENT:         Rockefeller Group Management (day-to-day           
management)           
             Kennedy-Wilson (leasing management)

1999 NET OPERATING                                                              
INCOME(4):                   $40,260,000                                        

UNDERWRITTEN NET CASH                                                           
FLOW(4):                     $48,319,000                                        

APPRAISED VALUE(4):          $695,000,000                                       

CUT-OFF DATE LTV(3):         27.5%                                              

ARD LTV(3):                  25.3%                                              

DSCR(3):                     2.79                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) The 1211 Avenue of the Americas Borrower is required to escrow $61,541.67 on
a monthly basis ($0.40/SF annually) into a CapEx reserve.               

(2) The 1211 Avenue of the Americas borrower is required to make monthly        
payments into a tax and insurance escrow fund in an amount sufficient to
  accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.      

(3) Calculated based upon the 1211 Avenue of the Americas Loan plus the 1211    
Avenue of the Americas Component A.                                     

(4) Calculated based upon the 1211 Avenue of the Americas Whole Loan.           

(5) Occupancy is based on the April 1, 2000 rent roll.                          

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 [MORGAN STANLEY DEAN WITTER LOGO]

[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 IPC RETAIL PORTFOLIO/NORMANDIE VILLAGE LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE(1):             ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                    $49,081,603            $48,165,130

ORIGINATION DATE:            May 19, 1998 and September 1, 1998                 

INTEREST RATE:               IPC Retail:                          7.25%         
                    Normandie Village Note A:            6.66%
                    Normandie Village Note B:            6.66%

AMORTIZATION:                IPC Retail:                     360 months         
                    Normandie Village Note A:       357 months
                    Normandie Village Note B:       357 months

ARD:                         June 11, 2008                                      
ARD BALANCE:                 $43,023,558                                        

HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 9.25%  and 8.66% and all excess
                     cash flow is used to reduce the outstanding
               principal balances; the additional 2%
                  interest is deferred until the principal
balance is zero       

MATURITY DATE:               June 11, 2028                                      

BORROWER (SPECIAL            IPC Retail Properties, LLC, and Normandie          
PURPOSE ENTITY):             Village Associates, L.P., managing member of       
                 a managing member of each of which is a
                    special purpose entity, the board of which
           contains an independent director;
                     non-consolidation opinions were obtained in
     connection with origination

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until six months prior to the ARD

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:        $63                                                

UP-FRONT RESERVES(1):        CapEx(4):               $687,130                   

ONGOING RESERVES(1):         CapEx(2):                                 Yes      
                       TI & LC(2):                               Yes
Real Estate Taxes &   
                       Insurance Reserve(3):                     Yes

LOCKBOX:                     Hard                                               

PARTIAL DEFEASANCE:          Yes; Release Price of 125% of Property             
Release Amount        

MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Portfolio of 5 Assets                              
PROPERTY TYPE:               Retail                                             
LOCATION:                    Walpole, MA/Louisville, KY/Wichita, KS             

PROPERTY                      YEAR BUILT/RENOVATED       OCCUPANCY(5)           
--------                      --------------------       ------------           
Walpole Mall                       1972/1998                  97.0%             
Comotara                              1998                   100.0%             
Brittany                              1984                    89.0%             
Hurstbourne Forum                  1986/1998                  88.0%             
Normandie Village                  1968/1998                  96.0%             

THE COLLATERAL:              Five retail properties                             
FEE OR LEASEHOLD:            Fee                                                

WALPOLE MALL                                           LEASE                    
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Bradlees                       102,445    36.3%       10/30/04                  
Office Max                      28,427    10.1%        1/31/10                  
Barnes & Noble                  27,831     9.9%        9/30/13                  

COMOTARA                                               LEASE                    
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Olive Tree                      20,000    36.0%        7/31/06                  
Prairie View                     7,615    13.7%       12/31/01                  
Old English Pine                 6,253    11.3%        3/31/01                  

BRITTANY                                               LEASE                    
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Hobby Lobby                     40,218    19.9%       10/31/03                  
American Drug                   25,535    12.6%        5/25/05                  
Triathlon Broadcasting          13,920     6.9%         3/5/05                  

HURSTBOURNE FORUM                                      LEASE                    
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Cherry House                    27,776    20.4%        1/31/08                  
Contemporary Galleries          18,917    13.9%        4/30/05                  
Jos. A Banks                     8,084     5.9%        1/31/04                  

NORMANDIE VILLAGE                                      LEASE                    
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Star Lumber                     27,104    29.7%        2/28/08                  
Gessler Drug                    10,778    11.8%        6/30/03                  
Whole Foods                      4,230     4.6%       11/30/04                  

SQUARE FOOTAGE(1):           766,467                                            
PROPERTY MANAGEMENT:         Self Managed                                       
1999 NET OPERATING                                                              
INCOME(1):                   $6,416,893                                         
UNDERWRITTEN NET CASH                                                           
FLOW(1):                     $5,324,330                                         
APPRAISED VALUE(1):          $64,600,000                                        
CUT-OFF DATE LTV(1):         74.6%                                              
ARD LTV(1):                  66.6%                                              
DSCR(1):                     1.33                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) For the IPC Retail Portfolio/Normandie Village Properties in the aggregate. 

(2) The IPC Retail Portfolio/Normandie Borrower is required to escrow $25,484 on
 a monthly basis ($0.40/SF annually) into a tenant improvement and leasing
    commission reserve and $10,223 on a monthly basis ($0.16/SF annually) into a
    CapEx reserve (an additional amount up to $6,738 per month is required to be
  deposited from any excess cashflow (net of debt service and other required
reserves) into an additional CapEx reserve).                            

(3) The IPC Retail Portfolio/Normandie Village Borrower is required to make     
monthly payments into a tax and insurance escrow fund in an amount      
 sufficient to accumulate funds needed to pay (i) all taxes prior to their
respective due dates and (ii) insurance premiums prior to the expiration
    thereof pay all taxes and insurance premiums 30 days before they become due.

(4) To be applied to fund renovations at the Hurstbourne Forum Property, as     
approved by the Lender.                                                 

(5) Occupancy is based on the February 1, 2000 rent roll.                       

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 [MORGAN STANLEY DEAN WITTER LOGO]

[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 HASTINGS VILLAGE SHOPPING CENTER LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                    $44,000,000            $44,000,000

ORIGINATION DATE:            March 31, 2000                                     

INTEREST RATE:               8.13%                                              

AMORTIZATION:                360 months                                         

ARD:                         April 11, 2010                                     

ARD BALANCE:                 $40,110,523                                        

HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 10.13% and all excess cash flow
                     is used to reduce the outstanding principal
                balance; the additional 2% interest is
                      deferred until the principal balance is zero

MATURITY DATE:               April 11, 2031                                     

BORROWER (SPECIAL                                                               
PURPOSE ENTITY):             Hastings Village Investment Company L.P.,          
                general partner of which  is a special
                     purpose entity, the board of which contains
                      an independent director; a non-consolidation
                     opinion was obtained in connection with the
origination           

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                    thereafter until three months prior to the
ARD                   

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:        $142                                               

UP-FRONT RESERVES:           CapEx:                              $33,125        

ONGOING RESERVES:            CapEx(2):                               Yes        
                     TI & LC(2):                             Yes
Real Estate Taxes &   
Insurance             
                     Reserve(1):                             Yes
                     Ground Lease:                           Yes

LOCKBOX:                     Hard                                               

MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Single Asset                                       

PROPERTY TYPE:               Retail                                             

LOCATION:                    Pasadena, CA                                       

YEAR BUILT/RENOVATED:        1998                                               

OCCUPANCY(3):                98%                                                

THE COLLATERAL:              16-building anchored retail center                 

FEE OR LEASEHOLD:            Fee and Leasehold                                  

                                   LEASE
MAJOR TENANTS                NRSF       % OF NRA     EXPIRATION                 
-------------                ----       --------     ----------                 
Best Buy                     46,525       15.0%       9/30/13                   
Sears Homelife               42,625       13.8        12/3/09                   
Chick's Sporting Goods       42,576       13.8        11/5/18                   

SQUARE FOOTAGE:              309,486                                            

PROPERTY MANAGEMENT:         Self Managed                                       

1999 NET OPERATING INCOME:   $3,979,493                                         

UNDERWRITTEN NET CASH FLOW:  $4,741,440                                         

APPRAISED VALUE:             $56,000,000                                        

CUT-OFF DATE LTV:            78.6%                                              

ARD LTV:                     71.6%                                              

DSCR:                        1.21                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) The Hastings Village Shopping Center Borrower is required to make monthly   
payments into a tax and insurance escrow fund in an amount sufficient to
  accumulate funds needed to pay (i) all taxes prior to their respective due
date and (ii) insurance premiums prior to the expiration thereof.       

(2) The Hastings Village Shopping Center Borrower is required to escrow         
  $5,603.50 on a monthly basis ($0.22/SF annually) into a tenant improvement
and leasing commission reserve, $3,862.50 on a monthly basis ($0.15/SF  
annually) into a CapEx reserve and $4,560.00 on a monthly basis into a  
Ground Lease Escrow Fund.                                               

(3) Occupancy is based on the March 1, 2000 rent roll.                          

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
CRYSTAL PAVILION/PETRY BUILDING LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE(1):             ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                    $40,000,000            $39,892,258

ORIGINATION DATE:            June 15, 1998                                      
INTEREST RATE:               7.325%                                             
AMORTIZATION:                348 months                                         
ARD:                         July 15, 2008                                      
ARD BALANCE(1):              $35,256,327                                        

HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                      by 2.00% to 9.325% and a pro rata portion of
                    all excess cash flow is used to reduce the
            outstanding principal balance; the
                      additional 2% interest is deferred until the
   principal balance is zero
MATURITY DATE:               July 11, 2028                                      
BORROWER (SPECIAL            Madison Third Building Companies LLC, the          
PURPOSE ENTITY):             managing member of which is a special              
                     purpose entity, the board of which contains
                      an independent director; a non-consolidation
                 opinion was obtained in connection with
origination           

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until two months prior to the ARD
CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT(6):     $137                                               

UP-FRONT RESERVES(6):        CapEx:                               $135,063      
                       Environmental:                         $7,500

ONGOING RESERVES(6):         CapEx(3):                                 Yes      
                       TI & LC(3):                               Yes
Real Estate Taxes &   
Insurance             
                       Reserve(4):                               Yes
LOCKBOX:                     Hard                                               
PARTIAL DEFEASANCE:          Yes; Release Price of 125% of Property             
Release Amount        
MEZZANINE:                   Yes                                                

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Portfolio of 2 Assets                              
PROPERTY TYPE:               Office                                             
LOCATION:                    New York, NY                                       
YEAR BUILT/RENOVATED:        Crystal Pavilion      1983/1995                    
         Petry Building        1959/1986
OCCUPANCY(5):                Crystal Pavilion      99%                          
   Petry Building        96%

THE COLLATERAL:              Two office buildings                               

FEE OR LEASEHOLD:            Fee                                                

CRYSTAL PAVILION:                                      LEASE                    
MAJOR TENANTS                  NRSF     % OF NRA     EXPIRATION                 
-------------                  ----     --------     ----------                 
Bozell Inc.                   235,021     39.6%       6/30/07                   
Baker & MacKenzie              77,701     13.0%       6/30/08                   
Andrews & Kurth, LLP           23,500      4.0%       7/31/03                   

PETRY BUILDING:                                        LEASE                    
MAJOR TENANTS                  NRSF     % OF NRA     EXPIRATION                 
-------------                  ----     --------     ----------                 
Petry T.V.                     88,011      31.1%      12/31/15                  
The Gap Inc.                   65,896      23.3%      12/31/06                  
Square Alphen                  61,200      21.6%       6/30/08                  

SQUARE FOOTAGE(6):           876,625                                            

PROPERTY MANAGEMENT:         Self Managed                                       

1999 NET OPERATING                                                              
INCOME(6):                   $16,139,617                                        

UNDERWRITTEN NET CASH                                                           
FLOW(6):                     $15,079,621                                        

APPRAISED VALUE(6):          $218,000,000                                       
CUT-OFF DATE LTV(6):         54.9%                                              
ARD LTV(6) (7):              49%                                                
DSCR(6) (7):                 1.48                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) For the Crystal Pavilion/Petry Building Note A only.                        

(2) Existing notes in the aggregate original principal amount of $120,000,000   
   were consolidated on June 2, 1998. The consolidated note was split into the
    Crystal Pavilion/Petry Building Note A, Crystal Pavilion/Petry Building Note
    B Crystal Pavilion/Petry Building Note C and Crystal Pavilion/Petry Building
Note D as of April 11, 2000.                                            

(3) The Crystal Pavilion/Petry Building Borrower is required to escrow          
    $193,741.09 on a monthly basis ($2.65/SF annually) into a tenant improvement
  and leasing commission reserve and $14,587.27 on a monthly basis ($0.20/SF
annually) into a CapEx reserve.                                         

(4) The Crystal Pavilion/Petry Building Borrower is required to make monthly    
payments into a tax and insurance escrow fund in an amount sufficient to
  accumulate funds needed to pay (i) all taxes prior to their respective due
dates and (ii) insurance premiums prior to the expiration thereof.      

(5) Occupancy is based on the May 1, 2000 rent roll.                            

(6) Aggregate of Crystal Pavilion and Petry Building.                           

(7) Calculated based on the entire Crystal Pavilion/Petry Building Whole Loan.  

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
L'ENFANT LOAN 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
------------------                --------              ------------            
                    $37,500,000            $36,969,933

ORIGINATION DATE:            September 18, 1998                                 
INTEREST RATE:               7.64%                                              
AMORTIZATION:                360 months                                         
ARD:                         October 11, 2008                                   
ARD BALANCE(1):              $33,249,718                                        
HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 9.64% and a pro rata portion of
                    all excess cash flow is used to reduce the
            outstanding principal balance; the
                      additional 2% interest is deferred until the
   principal balance is zero
MATURITY DATE:               October 11, 2028                                   
BORROWER (SPECIAL PURPOSE    Potomac Creek Associates, L.P., general            
ENTITY):                     partner of which is a single purpose,              
                      bankruptcy remote entity, the board of which
             contains an independent director; a
                   non-consolidation opinion was obtained in
     connection with origination
CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until two months prior to the ARD
CUT-OFF DATE                                                                    
LOAN PER UNIT(8):            $133 on Office Component                           
             $83,660 Per Room on Hotel Component
UP-FRONT RESERVES(8):        CapEx:                            $10,000,000      
                       Large Lease Escrow Fund:           $8,000,000
                       Small Lease Escrow Fund:           $2,000,000
ONGOING RESERVES(8):         CapEx(2):                                 Yes      
       Real Estate Taxes & Insurance
                       Reserve(3):                               Yes
    Monthly Large Lease Escrow
                       Fund (per annum)(4):                      Yes
    Monthly Small Lease Escrow
                       Fund (per annum)(5):                      Yes
LOCKBOX:                     Hard                                               
MEZZANINE LOAN AND                                                              
PREFERRED EQUITY INTEREST:   Yes                                                
PARTIAL DEFEASANCE:          Yes (Release price of 125% of Property             
Release Amount).      

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Portfolio of 3 Assets                              
PROPERTY TYPE:               Mixed Use                                          
LOCATION:                    Washington, DC                                     
YEAR BUILT/RENOVATED:        L'Enfant--North Building          1968/1990        
                     L'Enfant--East Building           1972/1990
                     L'Enfant--Center Building         1972/1990

OCCUPANCY(6):                Office Component & Retail         93%              
               Hotel Component                   77%

THE COLLATERAL:              One office property (consisting of three           
  buildings) and one hotel

FEE OR LEASEHOLD:            Fee and Leasehold(7)                               

                                   LEASE
MAJOR TENANTS (OFFICE)       NRSF       % OF NRA     EXPIRATION                 
----------------------       ----       --------     ----------                 
General Service                                                                 
Administration               287,179      32.3%       06/30/01                  
Smithsonian                  181,158      20.4%       04/30/03                  
U.S. Postal Service          139,270      15.7%       06/11/08                  

SQUARE FOOTAGE (OFFICE):     889,468                                            

NUMBER OF ROOMS (HOTEL):     370                                                

PROPERTY MANAGEMENT:         Sarakreek Management Partners LLC (Office          
Portion)              
           Loews Hotel, Inc. (Hotel Portion)

1999 NET OPERATING                                                              
INCOME(8):                   $20,289,597                                        

UNDERWRITTEN NET CASH                                                           
FLOW(8):                     $17,748,918                                        

APPRAISED VALUE:             $226,000,000                                       

CUT-OFF DATE LTV(8):         65.4%                                              
ARD LTV(8):                  58.9%                                              
DSCR:                        1.37                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) For L'Enfant Note B-2 only.                                                 

(2) The L'Enfant Borrower is also required, to the extent that the deposit      
 balance falls below approximately $420,000, to make monthly deposits into
    the replacement escrow fund in an amount equal to the greater of (i) $34,953
 per month, and (ii) the amount per month required for the maintenance and
repair of the L'Enfant Property as determined by an engineering report  
   reasonably satisfactory to the CSFB Mortgage Loan Seller. As of the Cut-off
Date, $4,699,302 was on deposit in the capital expenditure reserve.     

(3) The L'Enfant Borrower is required to make monthly payments into a tax and   
   insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.                               

(4) The L'Enfant Borrower is required to fund such account monthly in the amount
of $83,333 until September 11, 2001.                                    

(5) The L'Enfant Borrower is required to fund such account monthly in the amount
of $166,667 commencing on October 11, 2001.                             

(6) Occupancy is based on the May 1, 2000 rent roll for the office component and
 on the L'Enfant Borrower's operating statement dated May 31, 2000 for the
hotel component.                                                        

(7) The L'Enfant Borrower has a lease with the District of Columbia             
  Redevelopment Land Agency for the portion of space over and under a street
that runs through the L'Enfant Property; such lease expires in 2064.    

(8) Applies to L'Enfant Whole Loan.                                             

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THE CLAYPOOL EMBASSY SUITES LOAN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                     $30,000,000             $29,847,318

ORIGINATION DATE:            December 15, 1999                                  

INTEREST RATE:               8.85%                                              

AMORTIZATION:                300 months                                         

ARD:                         January 1, 2010                                    

ARD BALANCE:                 $25,320,702                                        

HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                    to the greater of 13.85% and Treasury plus
                5% and all excess cash flow is used to
                   reduce the outstanding principal balance;
                   the additional interest is deferred until
       the principal balance is zero

MATURITY DATE:               January 1, 2025                                    

BORROWER                     (SPECIAL Claypool Holdings, LLC, a single member   
                          LLC, the board of managers of which contains two
                            independent directors; a non-consolidation opinion
                     was obtained in connection with origination
PURPOSE ENTITY):                                                                

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                    thereafter until three months prior to the
ARD                   
CUT-OFF DATE                                                                    
LOAN PER ROOM:               $82,909                                            
UP-FRONT RESERVES:           Real Estate Tax:                     $272,595      
ONGOING RESERVES:            CapEx(1):                                 Yes      
                       TI & LC(1):                               Yes
                       Real Estate Tax(2):                       Yes
                       FF&E(3):                                   No
LOCKBOX:                     Springing                                          
MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Single Asset                                       

PROPERTY TYPE:               Hotel                                              

LOCATION:                    Indianapolis, IN                                   

YEAR BUILT/RENOVATED:        1983/1995                                          

OCCUPANCY(4):                71.3%                                              

THE COLLATERAL:              One hotel with three floors of office and          
retail space          

FEE OR LEASEHOLD:            Fee                                                

SQUARE FOOTAGE:              391,423                                            

NUMBER OF ROOMS:             360                                                

PROPERTY MANAGEMENT:         Promus Hotels, Inc. (now Hilton Hotels             
Corporation)          

               M.S. Management and Retail Associates
                  (Indiana), Inc. (for Ballroom and Retail
Space)                

1999 NET OPERATING INCOME:   $5,904,364                                         

UNDERWRITTEN NET CASH FLOW:  $4,730,075                                         

APPRAISED VALUE:             $53,000,000                                        

CUT-OFF DATE LTV:            56.3%                                              

ARD LTV:                     47.8%                                              

DSCR:                        1.59                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) The Claypool Borrower is required to escrow $2,667 on a monthly basis       
 ($0.41/SF annually) for retail and office space into a tenant improvement
and leasing commission reserve and $1,000 on a monthly basis ($0.15/SF  
  annually) for retail and office space into a CapEx reserve. The balance of
    the tenant improvement and leasing commission reserve is capped at $175,000.

(2) The Claypool Borrower is required to make monthly payments into a real      
    estate tax escrow fund in an amount sufficient to accumulate funds needed to
pay all taxes prior to their respective due date.                       

(3) The FF&E reserve fund requirement is waived so long as the Claypool Borrower
maintains a similarly funded account with the hotel management company. 

(4) Occupancy is based on the Claypool Borrower's December 31, 1999 operating   
statement and reflects average hotel occupancy for the preceding twelve 
    month period. According to a rent roll dated May 31, 2000, the retail/office
space is 98.2% occupied.                                                

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THE BMDC LOAN 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                    $25,370,000.00           $25,306,142

ORIGINATION DATE:            January 14, 2000                                   
INTEREST RATE:               9.01%                                              
AMORTIZATION:                360 months                                         
ARD:                         February 11, 2010                                  
ARD BALANCE:                 $23,208,752                                        
HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 11.01% and all excess cash flow
                     is used to reduce the outstanding principal
                balance; the additional 2% interest is
                      deferred until the principal balance is zero
MATURITY DATE:               February 11, 2030                                  
BORROWER (SPECIAL                                                               
PURPOSE ENTITY):             MCM Huntsville Finance Company, LLC, the           
                      single managing member of which is a special
                     purpose entity, the board of which contains
                     an independent director; a nonconsolidation
                 opinion was obtained in connection with
origination           

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until six months prior to the ARD
CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:        $65                                                

UP-FRONT RESERVES:           Deferred maintenance(1):           $2,686,579      

ONGOING RESERVES:            CapEx(2):                                 Yes      
                       TI & LC(2):                               Yes
Real Estate Taxes &   
Insurance             
                       Reserve(3):                               Yes

LOCKBOX:                     Hard                                               
MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Single Asset                                       
PROPERTY TYPE:               Office                                             
LOCATION:                    Huntsville, AL                                     
YEAR BUILT/RENOVATED:        1968/1989                                          

OCCUPANCY(4):                100%                                               

THE COLLATERAL:              2-story office building                            

FEE OR LEASEHOLD:            Fee                                                

                                   LEASE
MAJOR TENANT                 NRSF       % OF NRA     EXPIRATION                 
------------                 ----       --------     ----------                 
The United States of         389,500      100%        6/30/09                   
America by General                                                              
Services Administration                                                         

SQUARE FOOTAGE:              389,500                                            

PROPERTY MANAGEMENT:         Self Managed                                       

1999 NET OPERATING INCOME:   $3,762,890                                         

UNDERWRITTEN NET CASH FLOW:  $3,400,576                                         

APPRAISED VALUE:             $44,000,000                                        

CUT-OFF DATE LTV:            57.5%                                              

ARD LTV:                     52.7%                                              

DSCR:                        1.39                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) The repair escrow fund was required to fund certain repairs, including the  
  replacement of the boiler, interior repairs and ADA compliance at the BMDC
Property.                                                               

(2) The BMDC Borrower is required to escrow $76,065.59 on a monthly basis       
($0.20/SF annually) for the first five years of the term of the loan and
   $16,667.69 on a monthly basis ($0.51/SF annually) for the second five years
of the loan into two separate tenant improvement and leasing commission 
reserves and $6,500.00 on a monthly basis ($0.20/SF annually) into CapEx
reserve.                                                                

(3) The BMDC Borrower is required to make monthly payments into a tax and       
   insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof pay all taxes and insurance    
premiums 30 days before they become due.                                

(4) Occupancy is based on the January 14, 2000 rent roll.                       

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THE GENTRY PORTFOLIO LOAN 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE(1):             ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                     $25,000,000             $24,972,537

ORIGINATION DATE:            April 17, 2000                                     
INTEREST RATE:               8.07%                                              
AMORTIZATION:                360 months                                         
ARD:                         May 11, 2010                                       
ARD BALANCE(1):              $22,404,467                                        
HYPERAMORTIZATION:           After the ARD, the interest rate increases         
                     by 2.00% to 10.07% and all excess cash flow
                     is used to reduce the outstanding principal
                balance; the additional 2% interest is
                      deferred until the principal balance is zero
MATURITY DATE:               May 11, 2030                                       

BORROWER                     (SPECIAL GPP, LLC, the managing member of which is 
                      a special purpose entity, the board of which
                             contains an independent director; non-consolidation
                             opinion was obtained in connection with origination
PURPOSE ENTITY):                                                                

CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                      thereafter until two months prior to the ARD

CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT(1):     $87                                                

UP-FRONT RESERVES(1):        Deferred Maintenance(2):              $25,000      
                       Other Reserve(3):                    $465,000

ONGOING RESERVES(1):         CapEx (4) :                               Yes      
                       TI & LC(5) :                              Yes
Real Estate Taxes &   
                       Insurance Reserve(6):                     Yes

LOCKBOX:                     Hard                                               

PARTIAL DEFEASANCE:          Yes; Release Price of 125% of Property             
Release Amount        

MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Portfolio of 3 Assets                              
PROPERTY TYPE:               Office/warehouse                                   
LOCATION:                    Honolulu, HI                                       
Waipahu, HI           

YEAR BUILT/RENOVATED:        Gentry Business Park            1990               
              Waipio Industrial Court         1990
                   Gentry Pacific Design Center    1925/1988

OCCUPANCY(4):                Gentry Business Park            100%               
             Waipio Industrial Court         96%
             Gentry Pacific Design Center    95%

THE COLLATERAL:              Five office/warehouse/industrial properties        
FEE OR LEASEHOLD:            Fee                                                

GENTRY BUSINESS PARK                                                            
                                   LEASE
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
American Mover's Inc.           71,300    100%        10/31/07                  
USC Int'l                       14,875    37.8%        3/31/03                  
Hawaii Transfer                  6,373    16.2%        3/31/01                  

WAIPIO INDUSTRIAL COURT                                                         
                                   LEASE
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Raynor Pacific Overhead                                                         
Doors.                           4,480     10.4       12/31/00                  
PSC Associates Inc.              3,360      7.8       11/30/04                  
Uleg & Balogen                   2,560      6.0        2/28/02                  

GENTRY PACIFIC DESIGN CENTER                                                    
                                   LEASE
MAJOR TENANTS                     NRSF  % OF NRA     EXPIRATION                 
-------------                     ----  --------     ----------                 
Gentry Homes                    16,966    12.7%        3/31/09                  
Interior Accents                10,350     7.8         4/30/10                  
Daniel Inc.                      7,716     5.8        10/31/01                  

SQUARE FOOTAGE(1):           287,780                                            
PROPERTY MANAGEMENT:         Self Managed                                       
1999 NET OPERATING                                                              
INCOME(1):                   $2,697,522                                         
UNDERWRITTEN NET CASH                                                           
FLOW(1):                     $2,704,170                                         
APPRAISED VALUE(1):          $34,400,000                                        
CUT-OFF DATE LTV(1):         72.6%                                              
ARD LTV(1):                  65.1%                                              
DSCR(1):                     1.22                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) For the Gentry Portfolio in the aggregate.                                  

(2) The deferred maintenance reserve is required to fund certain repairs        
identified in the engineering report.                                   

(3) At closing, an occupancy reserve was established of $465,000, which will be 
released upon occupancy and commencement of rental payments by certain  
tenants.                                                                

(4) Occupancy is based on the February 29, 2000 rent roll.                      

(5) The Gentry Borrower is required to escrow $11,848.58 on a monthly basis     
    ($0.49/SF annually) into a tenant improvement and leasing commission reserve
  and $5,230.92 on a monthly basis ($0.22/SF annually) into a CapEx reserve.

(6) The Gentry Borrower is required to make monthly payments into a tax and     
   insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to their respective due dates and (ii) insurance
premiums prior to the expiration thereof.                               

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[CREDIT SUISSE FIRST BOSTON LOGO]               [NATIONAL COOPERATIVE BANK LOGO]

$1,111,999,815 (approximate)
Credit Suisse First Boston Mortgage Securities Corp.
 Commercial Mortgage Pass-Through Certificates
Series 2000 - C1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THE AMAZON.COM LOAN 
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
//////////////////////////////  LOAN INFORMATION  //////////////////////////////
--------------------------------------------------------------------------------

PRINCIPAL BALANCE:                ORIGINAL              CUT-OFF DATE            
                      --------              ------------
                  $23,000,000.00           $22,986,863

ORIGINATION DATE:            May 12, 2000                                       
INTEREST RATE:               8.785%                                             
AMORTIZATION:                360 months                                         
ARD:                         June 11, 2010                                      
ARD BALANCE:                 $20,939,653                                        
HYPERAMORTIZATION:           After the ARD the interest rate increases by       
                     2.00% to 10.70% and all excess cash flow is
                  used to reduce the outstanding principal
                balance; the additional 2% interest is
                      deferred until capital the principal balance
is zero               
MATURITY DATE:               June 11, 2030                                      
BORROWER (SPECIAL PURPOSE    WRC.COM Tower LLC and WRC.Com Development          
ENTITY):                     LLC, each a single purpose entity, the             
                      single managing member of which is a special
                        purpose entity, the board of which contains an
                          independent director; a nonconsolidation opinion
                     was obtained in connection with origination
CALL PROTECTION:             Two-year prepayment lockout from the date of       
                      securitization with U.S. Treasury defeasance
                    thereafter until three months prior to the
ARD                   
CUT-OFF DATE                                                                    
LOAN PER SQUARE FOOT:        $120                                               

UP-FRONT RESERVES:           Parking Structure(1):              $3,900,000      
                       Ground Lease:                        $300,000

ONGOING RESERVES:            CapEx(2):                                 Yes      
                       TI & LC(2):                                No
Real Estate Taxes &   
                       Insurance Reserve(3):                     Yes
                       Ground Lease Reserve(4):                  Yes

LOCKBOX:                     Hard                                               
MEZZANINE:                   No                                                 

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
////////////////////////////  PROPERTY INFORMATION  ////////////////////////////
--------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:      Single Asset                                       
PROPERTY TYPE:               Office                                             

LOCATION:                    Seattle, WA                                        

YEAR BUILT/RENOVATED:        1932/1999                                          

OCCUPANCY(5):                100%                                               

THE COLLATERAL:              16-story office building                           

FEE OR LEASEHOLD:            Leasehold                                          

                                   LEASE
MAJOR TENANTS                  NRSF     % OF NRA   EXPIRATION(4)                
-------------                  ----     --------   -------------                
Amazon.com                     184,040     96.5%      06/30/09                  
Gentle Dental                    4,633      2.4%      09/14/02                  
Amazon.com                       2,135      1.1%      06/30/09                  
(storage)                                                                       

SQUARE FOOTAGE:              190,808                                            

PROPERTY MANAGEMENT:         Self Managed                                       

1999 NET OPERATING INCOME:   NA                                                 

UNDERWRITTEN NET CASH FLOW:  $2,505,012                                         

APPRAISED VALUE:             $31,250,000                                        

CUT-OFF DATE LTV:            67.2%                                              

ARD LTV:                     60.6%                                              

DSCR:                        1.26                                               

--------------------------------------------------------------------------------
////////////////////////////////////////////////////////////////////////////////
--------------------------------------------------------------------------------

(1) The Amazon Borrower fully funded a $3,900,000 parking structure escrow fund 
  for construction of a parking structure; $1,400,000 to be disbursed to the
Amazon Borrower upon receipt of a final building permit for the parking 
    structure. If the parking structure has not been completed by November 2001,
the balance may be applied to prepay the Amazon.com Loan.               

(2) The Amazon Borrower is required to escrow $19,000 on a monthly basis ($1.20 
 SF/annually) (commencing May 2004) and increasing to $28,000 monthly from
November 2007 to May 2009 on a monthly basis ($1.76/SF annually) into a 
 tenant improvement and leasing commission reserve and $4,250 on a monthly
   basis (0.27/SF annually) into a CapEx reserve. In the event that Amazon.com
    does not extend its lease, then a cash trap is imposed until new tenants are
   in place resulting in a DSCR of 1.20. In addition, Amazon.com (the building
tenant) has pledged a security deposit of $6.4 million to the Amazon    
 Borrower. The assignment of the security deposit and all rights under the
   related custodial agreement were pledged to the Lender. The amount required
 to be maintained in such security deposit decreases by $2.50 psf per year
 through 2006 (but not below $10 psf) and thereafter must be maintained at
   $1.875 million through the expiration of the Amazon.com lease. The required
security deposit may be reduced by 50% or reduced to zero if the tenant 
achieves certain benchmarks with respect to cash flow and credit rating.

(3) The Amazon Borrower is required to make monthly payments into a tax and     
   insurance escrow fund in an amount sufficient to accumulate funds needed to
pay (i) all taxes prior to that respective due date and (ii) insurance  
premiums prior to the expiration thereof.                               

(4) The Amazon Borrower is required to make monthly deposits in the ground lease
escrow fund in the amount of $16,667 until such time as the balance on  
deposit is equal to $300,000.                                           

(5) Occupancy is based on the March 31, 2000 rent roll.                         

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                                                                         ANNEX C
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1
COMPARATIVE FINANCIAL STATEMENT   
AS OF       

                                                        [Enlarge/Download Table]

OPERATING INFORMATION REFLECTED AS OF NOI                                                    
---------------------------------------------------------------------------------------------
                                                                                             
    P4     P9   P10     P52        P21     L8     P57        S72     S69   S70   S83  S84    
---------------------------------------------------------------------------------------------
                                                               ORIGINAL UNDERWRITING         
---------------------------------------------------------------------------------------------
                                                                    INFORMATION              
---------------------------------------------------------------------------------------------
                                                          BASE YEAR                          
---------------------------------------------------------------------------------------------
                        LAST     CURRENT       ALLOCATED                                     
                      PROPERTY  ALLOCATED PAID  ANNUAL    FINANICAL               $          
PROPERTY             INSPECTION   LOAN    THRU   DEBT    INFO AS OF   %   TOTAL  NOI/ (1)    
    ID    CITY STATE    DATE     AMOUNT   DATE  SERVICE     DATE     OCC REVENUE NCF  DSCR   
---------------------------------------------------------------------------------------------
                      YYYYMMDD                            YYYYMMDD                           
---------------------------------------------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT INFORMATION LARGEST TO SMALLEST LOAN   
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN THE CMSA PROPERTY FILE AND CMSA       
LOAN PERIODIC UPDATE FILE                                                                    
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

TOTAL                               $              $          **     WA     $     $    WA    
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------

                                                                [Download Table]


---------------------------------------------------
                                                   
    P60       P66   P61   P63 OR P80    P65 OR P81 
---------------------------------------------------
       2ND PRECEDING ANNUAL OPERATING              
---------------------------------------------------
                 INFORMATION                       
---------------------------------------------------
   AS OF              NORMALIZED                   
---------------------------------------------------

 FINANCIAL                                         
 INFO AS OF    %   TOTAL      $            (1)     
   DATE       OCC REVENUE  NOI/NCF         DSCR    
---------------------------------------------------
 YYYYMMDD                                          
---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

              WA     $        $             WA     
---------------------------------------------------

---------------------------------------------------

---------------------------------------------------

                                                                [Download Table]

OPERATING INFORMATION REFLECTED AS OF NOI               
--------------------------------------------------------
                                                        
    P4        P53     P59   P54   P56 OR P78 P58 OR P79 
--------------------------------------------------------
                    PRECEDING ANNUAL OPERATING          
--------------------------------------------------------
                           INFORMATION                  
--------------------------------------------------------
             AS OF                NORMALIZED            
--------------------------------------------------------
           FINANCIAL                                    
PROPERTY  INFO AS OF   %   TOTAL                 (1)    
    ID       DATE     OCC REVENUE  $NOI/NCF     DSCR    
--------------------------------------------------------
           YYYYMMDD                                     
--------------------------------------------------------
LIST ALL PROPERTIES CURRENTLY IN DEAL WITH OR WITHOUT   
INFORMATION LARGEST TO SMALLEST LOAN                    
--------------------------------------------------------

--------------------------------------------------------
THIS REPORT SHOULD REFLECT THE INFORMATION PROVIDED IN  
THE CMSA PROPERTY FILE AND CMSA LOAN PERIODIC           
UPDATE FILE                                             
--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------
TOTAL                 WA     $         S         WA     
--------------------------------------------------------

--------------------------------------------------------

--------------------------------------------------------


                                                                [Download Table]


-----------------------------------------------------------------------------------
                                                                                   
  P73      P74       P30    P29   P68      P70   OR P82 P72 OR P83   (2)           
-----------------------------------------------------------------------------------
                 MOST RECENT FINANCIAL                              NET CHANGE     
-----------------------------------------------------------------------------------
                      INFORMATION                                                  
-----------------------------------------------------------------------------------
                 *NORMALIZED OR ACTUAL                           PRECEDING & BASIS 
-----------------------------------------------------------------------------------
                                                                      %            
FS START  FS END  OCC AS OF  %   TOTAL      $     (1)          %       TOTAL   (1) 
  DATE     DATE      DATE   OCC REVENUE  NOI/NCF  DSCR        OCC     REVENUE DSCR 
-----------------------------------------------------------------------------------
YYYYMMDD YYYYMMDD  YYYYMMDD                                                        
-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
            WA                     $        $      WA          WA     $        WA  
-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------


------------                                                                    
(1)    DSCR should match to Operating Statement Analysis Report and is          
normally calculated using NOI or NCF / Debt Service times in the  
allocated loan percentage.                                        
(2)    Net change should compare the latest year to the Base Year.              
*      As required by Trust Agreements.                                         
**     Weighted Averages should be computed and reflected if the data is        
relevant and applicable.                                          

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1   
DELINQUENT LOAN STATUS REPORT   
AS OF       

                                                        [Enlarge/Download Table]

OPERATING INFORMATION REFLECTED AS NOI OR NCF                                                                                   
------------------------------------------------------------------------------------------------------------------------------- 

     S4        S66      S61     S57   S58   S62 OR S63   L8      L7         L37          L39         L38                  L26   
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------ 
                                                                (a)         (b)          (c)         (d)    (e)=a+b+c+d         
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------ 
                                                               ENDING                   OTHER                                   
    LOAN                                                PAID SCHEDULED   TOTAL P&I     EXPENSE   TOTAL T & I            CURRENT 
 PROSPECTUS PROPERTY  PROPERTY               SQ FT OR   THRU    LOAN     ADVANCES      ADVANCE     ADVANCES     TOTAL   MONTHLY 
     ID       NAME      TYPE   CITY  STATE     UNITS    DATE  BALANCE   OUTSTANDING  OUTSTANDING OUTSTANDING  EXPOSURE    P&I   
-------------------- -------------- ------------------- ---- ----------------------------------- ------------------------------ 
                                                                                                                                
LOANS IN FORECLOSURE AND NOT REO                                                                                                
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 
90 + DAYS DELINQUENT                                                                                                            
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 
60 TO 89 DAYS DELINQUENT                                                                                                        
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 
30 TO 59 DAYS DELINQUENT                                                                                                        
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 
CURRENT AND AT SPECIAL SERVICER                                                                                                 
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 


------------------------------------------------------------------------------------------------------------------------------- 
                               L54 OR  L56 OR                                                                                   
                               L68/L92 L70/93                                                                                   
   L10      L11    L58 OR L73  OR L96  OR L97     L74       L75                 L36       L77        L79        L76             
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
                                                            (f)     (90*f)-e                                                    
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
                                                                      LOSS                       DATE ASSET                     
                                                         APPRAISAL   USING     TOTAL             EXPECTED TO                    
 CURRENT               LTM               LTM               BPO OR     90%    APPRAISAL           BE RESOLVED                    
 INTEREST MATURITY   NOI/NCF     LTM    DSCR   VALUATION  INTERNAL  APPR. OR REDUCTION TRANSFER      OR       WORKOUT           
   RATE     DATE      DATE     NOI/NCF(NOI/NCF)   DATE    VALUE**   BPO (F)   REALIZED   DATE    FORECLOSED  STRATEGY* COMMENTS 
------------------ ------------------------------------- ----------------------------- ------------------------------- ---------
                                                                                                                                
------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 

------------------------------------------------------------------------------------------------------------------------------- 
FCL = Foreclosure                                                                                                               
------------------------------------------------------------------------------------------------------------------------------- 
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or                                                         
Trailing 12 months, if available.                                                                                               
------------------------------------------------------------------------------------------------------------------------------- 

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*Workout Strategy should match the CMSA Loan Periodic Update File using                                                         
abbreviated words in place of a code number such as (FCL -In Foreclosure,                                                       
MOD -Modification, DPO -Discount Payoff, NS -Note Sale, BK -Bankruptcy, PP                                                      
-Payment Plan, TBD -To be determined etc. . . .). It is possible to combine                                                     
the status codes if the loan is going in more than one direction (i.e.                                                          
FCL/Mod, BK/Mod, BK/FCL/DPO).                                                                                                   
------------------------------------------------------------------------------------------------------------------------------- 
**BPO -Broker opinion.                                                                                                          
------------------------------------------------------------------------------------------------------------------------------- 


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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1   
HISTORICAL LOAN MODIFICATION REPORT   
AS OF       

                                                        [Enlarge/Download Table]

     S4      S57   S58     L49                    L48        L7*           L7*         L50*          
----------  ---- -----  --------- ---------  ------------ --------  ----------------- ----  -------- 
                                                           BALANCE                                   
                                   EXTENSION                 WHEN                                    
                          MOD /    PER DOCS    EFFECTIVE   SENT TO    BALANCE AT THE          # MTHS 
PROSPECTUS              EXTENSION     OR        DATE OF    SPECIAL  EFFECTIVE DATE OF  OLD   FOR RATE
     ID     CITY  STATE    FLAG    SERVICER  MODIFICATION  SERVICER    MODIFICATION    RATE   CHANGE 
----------  ---- -----  --------- ---------  ------------ --------  ----------------- ----  -------- 
                                                                                                     
THIS REPORT IS HISTORICAL                                                                            
Information is as of modification. Each line should not change in the future. Only new               
modifications should be added.                                                                       
---------------------------------------------------------------------------------------------------- 

---------------------------------------------------------------------------------------------------- 

---------------------------------------------------------------------------------------------------- 
TOTAL FOR ALL LOANS:                                                                                 
---------------------------------------------------------------------------------------------------- 

---------------------------------------------------------------------------------------------------- 

---------------------------------------------------------------------------------------------------- 


                                                        [Enlarge/Download Table]

     S4     L50*   L25*   L25*    L11*     L11*                L47                      
----------  ---- -------  ---- --------  -------- --------  -------- ---------  ------- 
                                                                      (2) EST.          
                                                                       FUTURE           
                                                                      INTEREST          
                                                   TOTAL #     (1)     LOSS TO          
                                                   MTHS FOR REALIZED   TRUST $          
PROSPECTUS   NEW           NEW    OLD       NEW     CHANGE   LOSS TO    (RATE           
     ID     RATE  OLD P&I  P&I  MATURITY MATURITY   OF MOD   TRUST $ REDUCTION)  COMMENT
----------  ---- -------  ---- --------  -------- --------  -------- ---------  ------- 
                                                                                        
THIS REPORT IS HISTORICAL                                                               
Information is as of modification. Each line should not change in the future. Only new  
modifications should be added.                                                          
--------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------- 
TOTAL FOR ALL LOANS:                                                                    
--------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------- 


------------                                                                    
*      The information in these columns is from a particular point in time and  
  should not change on this report once assigned. Future modifications
done on the same loan are additions to the report.                
(1)    Actual principal loss taken by bonds.                                    
(2)    Expected future loss due to a rate reduction. This is just an estimate   
calculated at the time of the modification.                       

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
COMMERCIAL HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD OR   
DISCOUNTED PAYOFF)  
AS OF       

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------------------------

     S4           S55        S61       S57     S58                       L75          L29                    L45          L7     
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

                                                        (c) = b/a        (a)                      (b)        (d)         (e)     
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

                                                                       LATEST                                                    
                                                            %         APPRAISAL                                                  
                                                        RECEIVED         OR        EFFECTIVE               NET AMT      ENDING   
 PROSPECTUS    PROPERTY    PROPERTY                       FROM         BROKERS      DATE OF      SALES    RECEIVED    SCHEDULED  
   LOAN ID       NAME        TYPE      CITY   STATE    LIQUIDATION     OPINION    LIQUIDATION    PRICE    FROM SALE    BALANCE   
------------  ---------------------- ------- ---------------------- ------------ ---------------------- ------------ ------------

                                                                                                                                 
THIS REPORT IS HISTORICAL                                                                                                        
---------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.                                                    
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Total all Loans:                                                                                                                 
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Current Month Only:                                                                                                              
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------


                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------
     L-37         L39+L38                                     L47                                                            
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
      (f)           (g)           (h)     (i)=d - (f+g+h)     (k)                 (m)                  (n)=k+m      (o)=n/e  
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
                TOTAL T & I                                                                DATE OF                           
                 AND OTHER                                              DATE                MINOR                            
   TOTAL P&I      EXPENSE      SERVICING                                LOSS     MINOR       ADJ     TOTAL LOSS    LOSS % OF 
    ADVANCE       ADVANCE        FEES                      REALIZED    PASSED    ADJ TO    PASSED       WITH       SCHEDULED 
  OUTSTANDING   OUTSTANDING     EXPENSE     NET PROCEEDS     LOSS       THRU     TRUST      THRU     ADJUSTMENT     BALANCE  
-------------- -------------------------- --------------- ----------- ------------------ ---------- -------------------------
                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

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-----------------------------------------------------------------------------------------------------------------------------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees charged by the Special Servicer.             
-----------------------------------------------------------------------------------------------------------------------------


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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.  
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1   
 REO STATUS REPORT
AS OF       

                                                        [Enlarge/Download Table]

 OPERATING INFORMATION REFLECTED AS NOI OR NCF                                                                               
-----------------------------------------------------------------------------------------------------------------------------
                                            P16                                                                              
                                            OR                                                                               
    P4        P7       P13     P9    P10    P17    L8      P21        L37          L39          L38                     L25  
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
                                                           (a)        (b)          (c)          (d)      (e)=a+b+c+d         
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
                                                        ALLOCATED                                                            
                                                         ENDING                   OTHER                                      
                                           SQ FT  PAID  SCHEDULED  TOTAL P&I     EXPENSE    TOTAL T & I               CURRENT
 PROPERTY  PROPERTY PROPERTY                OR    THRU    LOAN      ADVANCES     ADVANCE      ADVANCE       TOTAL     MONTHLY
    ID       NAME     TYPE    CITY  STATE  UNITS  DATE   AMOUNT   OUTSTANDING  OUTSTANDING  OUTSTANDING   EXPOSURE      P&I  
--------- --------- --------- ----------- ------ ----- ---------- ------------ ------------ ------------------------ --------
                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
REO's data reflected at the property level for relationships with                                                            
more than one (1) property should use the Allocated Ending                                                                   
Scheduled Loan Amount, and prorate all advances and expenses or                                                              
other loan level data as appropriate.                                                                                        
-----------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------
                      P58 OR                                                                                                 
                      P72/P79                                                                                                
   L11    P53 OR P74  OR P83     P24                  P25                      L35       L77       P28        P26            
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
                        (f)                           (g)    (h)=(90*g) -e                                                   
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
                                         APPRAISAL                                                                           
                                          BPO OR                                                             DATE            
                                         INTERNAL  APPRAISAL                  TOTAL                          ASSET           
              LTM       LTM                VALUE     BPO OR    LOSS USING   APPRAISAL              REO     EXPECTED          
 MATURITY   NOI/NCF    DSCR   VALUATION   SOURCE    INTERNAL  90% APPR. OR  REDUCTION TRANSFER ACQUISITION   TO BE           
   DATE      DATE   (NOI/NCF)    DATE       (1)      VALUE      BPO (F)     REALIZED    DATE       DATE    RESOLVED  COMMENTS
-------------------- ------------------ -------------------- ------------------------ -------------------- ------------------
                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

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-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------


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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1 
SERVICER WATCH LIST 
AS OF           
    ----------

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
                    Operting Information Reflected As NOI_____ or NCF______                                                        
-----------------------------------------------------------------------------------------------------------------------------------

   S4           S55           S61     S57   S58       L7       L8       L11     L56/L93     L70/L97                                
-----------------------------------------------------------------------------------------------------------------------------------
                                                    ENDING                      PRECEDING     MOST                                 
                                                   SCHEDULED   PAID             FISCAL YR    RECENT                                
PROSPECTUS                  PROPERTY                 LOAN      THRU   MATURITY    DSCR        DSCR                                 
  LOAN ID    PROPERTY NAME    TYPE    CITY  STATE   BALANCE    DATE     DATE      NOI/NCF     NOI/NCF    COMMENT/ACTION TO BE TAKEN
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   

-----------------------------------------------------------------------------------------------------------------------------------
List all loans on watch list in descending balance order.                                                                          
-----------------------------------------------------------------------------------------------------------------------------------
Comment section should include reason and other pertinent information.                                                             
-----------------------------------------------------------------------------------------------------------------------------------
Should not include loans that are specially serviced.                                                                              
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA MAY BE DICTATED AS PER THE SPA OR THE SERVICER'S     
INTERNAL POLICY.                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Total:                                             $                                                                               
-----------------------------------------------------------------------------------------------------------------------------------

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1 
OPERATING STATEMENT ANALYSIS REPORT 
AS OF           

                                                        [Enlarge/Download Table]

                                                                                                                                 
PROPERTY OVERVIEW                                                                                                                
  Prospectus ID                                                                                                                  
  Current Scheduled Loan Balance/Paid to Date                                                     Current Allocated Loan Amount %
  Property Name                                                                                                                  
  Property Type                                                                                                                  
  Property Address, City, State                                                                                                  
  Net Rentable SF/Units/Pads. Beds                                       Use second box to specify sqft., units...               
  Year Built/Year Renovated                                                                                                      
  Cap Ex Reserve (annually)/per Unit. ect. (1)                           specify annual/per unit...                              
  Year of Operations                            Underwriting   MM/DD/YY      MM/DD/YY    MM/DD/YY     MM/DD/YY                   
  Occupancy Rate (physical)                                                                                                      
  Occupancy Date                                                                                                                 
  Average Rental Rate                                                                                                            

                                                (1) Total $ amount of Capital Reserves required annually by loan documents, excl.
                                                    Leasing Commission and TI's                                                  

                                                        [Enlarge/Download Table]

                                                                                                                                    
INCOME:                                                                                                    (predhg yr  (prechg yr to
  Number of Mos. Covered                                                                                      to base)   2nd prodng)
  Period Ended                  Underwriting  3rd Proceeding  2nd Proceeding   Proceeding Yr.    TTM/YTD(2)   YYYY-U/W   YYYY-YYYY  
  Statement Classification(yr)   Base Line                                   (tm NOI Adj Sheet)  as of / /98  Variance    Variance  
  Gross Potential Rent (3)                                                                                                          
    Less: Vacancy/collection loss                                                                                                   
                     OR                                                                                                             
  Base Rent(3)                                                                                                                      
  Expense Reimbursement                                                                                                             
  Percentage Rent                                                                                                                   
  Parking Income                                                                                                                    
  Other Income                                                                                                                      

*Effective Gross Income                                                                                                             
                                  (2) Servicer will not be expected to "Nomalize" these YTD/TTM numbers.                            
                                  (3) Use either Gross Potential (with Vacancy/Collection Loss) or Base Rents; use negative $amt for
                                      Vacancy/Collection Loss                                                                       

OPERATING EXPENSES:                                                                                                                 
  Real Estate Texas                                                                                                                 
  Property Insurance                                                                                                                
  Utilities                                                                                                                         
  Repairs and Maintenance                                                                                                           
  Janitorial                                                                                                                        
  Management Fees                                                                                                                   
  Payroll & Benefits                                                                                                                
  Advertising & Marketing                                                                                                           
  Professional Fees                                                                                                                 
  General and Administrative                                                                                                        
  Other Expenses                                                                                                                    
  Ground Rent                                                                                                                       
*Total Operating Expenses                                                                                                           

Operating Expense Ratio                                                                                                             

*Net Operating Income                                                                                                               

  Leasing Commissions                                                                                                               
  Tenant Improvements                                                                                                               
  Capital Expenditures                                                                                                              
  Extraordinary Capital Expenditures                                                                                                
Total Capital Items                                                                                                                 

*Net Cash Flow                                                                                                                      

Debt Service (per Servicer)                                                                                                         
*Net Cash Flow after Debt Service                                                                                                   

*DSCR: (NOI/Debt Service)                                                                                                           

*DSCR: (NCF/Debt Service)                                                                                                           

Source of Financial Data:                                                                                                           

                                      (i.e. operating statements, financial statements, tax return, other)                          

--------------------------------------------------------------------------------

Notes and Assumptions: Years above will roll, always showing a 3yr sequential   
history. Comments from the most recent NOI Adjustment Worksheet should be       
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: 0% DSCR 
charges, 15% EGI/Total Operating Expenses or Total Capital Items.               

Income: Comments                                                                

Expense: Comments                                                               

Capital Items: Comments                                                         

*Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA   
Loan Periodic Update File Note that information for multiple property loans must
be consolidated (if available) for reporting to the CMSA Loan Periodic Update   
file.                                                                           

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C1 
FORM OF NOI ADJUSTMENT WORKSHEET FOR 2000 
AS OF           

                                                        [Enlarge/Download Table]

                                                                                                                                 
PROPERTY OVERVIEW                                                                                                                
  Prospectus ID                                                                                                                  
  Current Scheduled Loan Balance/Paid to Date                                            Current Allocated Loan Amount %         
  Property Name                                                                                                                  
  Property Type                                                                                                                  
  Property Address, City, State                                                                                                  
  Net Rentable SF/Units/Pads. Beds                                            Use second box to specify sqft., units...          
  Year Built/Year Renovated                                                                                                      
  Cap Ex Reserve (annually)/per Unit. ect. (1)                                specify annual/per unit...                         
  Year of Operations                                                                                                             
  Occupancy Rate (physical)                                                                                                      
  Occupancy Date                                                                                                                 
  Average Rental Rate                                                                                                            

                                                (1) Total $ amount of Capital Reserves required annually by loan documents, excl.
                                                    Leasing Commission and TI's                                                  

                                                        [Enlarge/Download Table]

                                                                                                                                 
INCOME:                                  YYYY                                     Notes                                          

                                        Borrower       Adjustment     Normalized                                                 
                                         Actual                                                                                  
  Statement Classification                                                                                                       
  Gross Potential Rent (2)                                                                                                       
    Less: Vacancy/collection loss                                                                                                
                     OR                                                                                                          
  Base Rent(2)                                                                                                                   
  Expense Reimbursement                                                                                                          
  Percentage Rent                                                                                                                
  Parking Income                                                                                                                 
  Other Income                                                                                                                   

Effective Gross Income                                                                                                           
                                        (2) Use either gross potential (with Vacancy/Collection Loss) or Base Rents; use negative
                                            $amt for Vacancy/Collection Loss                                                     

OPERATING EXPENSES:                                                                                                              
  Real Estate Texas                                                                                                              
  Property Insurance                                                                                                             
  Utilities                                                                                                                      
  Repairs and Maintenance                                                                                                        
  Janitorial                                                                                                                     
  Management Fees                                                                                                                
  Payroll & Benefits Expense                                                                                                     
  Advertising & Marketing                                                                                                        
  Professional Fees                                                                                                              
  General and Administrative                                                                                                     
  Other Expenses                                                                  For self-storage include franchise fees        
  Ground Rent                                                                                                                    
Total Operating Expenses                                                                                                         

Operating Expense Ratio                                                                                                          

Net Operating Income                                                                                                             

  Leasing Commissions (3)                                                                                                        
  Tenant Improvements (3)                                                                                                        
  Capital Expenditures                                                                                                           
  Extraordinary Capital Expenditures                                                                                             
Total Capital Items                                                                                                              
                                        (3) Actual current yr, but normalize for annual if possible via contractual, U/W or other
                                            data                                                                                 
Net Cash Flow                                                                                                                    

Debt Service (per Servicer)                                                                                                      
Net Cash Flow after debt service                                                                                                 

DSCR: (NOI/Debt Service)                                                                                                         

DSCR: (NCF/Debt Service)                                                                                                         

Source of Financial Data:                                                                                                        

                                      (i.e. operating statements, financial statements, tax return, other)                       


--------------------------------------------------------------------------------
Notes and Assumptions: This report should be completed annually for             
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noticed. The "Normalized" column and corresponding 
comments should roll through to the Operating Statement Analysis Report.        

Income: Comments                                                                

Expense: Comments                                                               

Capital Items: Comments                                                         

C-8 

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                                                                         ANNEX D

WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY 
COLUMBIA, MD 21044

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

DISTRIBUTION DATE STATEMENT 

TABLE OF CONTENTS 
================================================================================

  STATEMENT SECTIONS                                               PAGE(s)
  ------------------                                               -------

Certificate Distribution Detail                                     2 
Certificate Factor Detail                                           3 
Reconciliation Detail                                               4 
Other Required Information                                          5 
Ratings Detail                                                      6 
 Current Mortgage Loan and Property Stratification Tables          7 - 9
Mortgage Loan Detail                                               10 
Principal Prepayment Detail                                        11 
Historical Detail                                                  12 
Delinquency Loan Detail                                            13 
  Specially Serviced Loan Detail                                   14 - 15
Modified Loan Loan                                                 16 
Liquidated Loan Detail                                             17 

================================================================================

UNDERWRITER 

================================================================================

Credit Suisse First Boston Corporation                                
Eleven Madison Avenue                                                 
New York, NY 10010-3629                                               

Contact:       Louise Fogarty                                         
Phone          (212) 325-3507                                         

================================================================================

UNDERWRITER 

================================================================================

Morgan Stanley & Co. Incorporated                                     
1585 Broadway                                                         
New York, NY 10036                                                    

Contact:       General Information Number                             
Phone          (212) 761-4700                                         

================================================================================

 MASTER SERVICER

================================================================================

CapMark Services, L.P.                                                
245 Peachtree Center Ave. NE                                          
Atlanta, GA 30303                                                     

Contact:       TBD                                                    
Phone                                                                 

================================================================================

This report has been compiled from information provided to Wells Fargo Bank MN, 
N.A. by various third parties, which may include the Servicer, Master servicer, 
Special Servicer and others. Wells Fargo MN, N.A. has not independently         
confirmed the accuracy of information received from these third parties and     
assumes no duty to do so. Wells Fargo MN, N.A. expressly disclaims any          
responsibility for the accuracy or completeness of information furnished by     
third parties.                                                                  

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 1 of 17 

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WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY 
COLUMBIA, MD 21044

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

CERTIFICATE DISTRIBUTION DETAIL 

                                                        [Enlarge/Download Table]


====================================================================================================================================
                                                                                       Realized                                     
                                                                                         Loss/                                      
                  Pass-                                                                Additional                        Current    
  Class\         Through  Original  Beginning   Principal      Interest   Prepayment  Trust Fund    Total      Ending  Subordination
Component CUSIP  Rate     Balance    Balance   Distribution  Distribution  Premium     Expenses  Distribution  Balance    Level(1)  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
   A-1           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
   A-2           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    B            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    C            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    D            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    E            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    F            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    G            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    H            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    J            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    K            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    L            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    M            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    N            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    O            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
    R            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
   V-1           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
   V-2           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
------------------------------------------------------------------------------------------------------------------------------------
 Totals                      0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00     
====================================================================================================================================

                                                        [Enlarge/Download Table]

=======================================================================================================
                                Original  Beginning                                            Ending  
                  Pass-Through  Notional   Notional    Interest     Prepayment      Total     Notional 
  Class    CUSIP       Rate      Amount     Amount   Distribution     Premium   Distribution  Balance  
-------------------------------------------------------------------------------------------------------
                                                                                                       
   A-X              0.000000       0.00      0.00        0.00         0.00          0.00        0.00   
=======================================================================================================

(1) Calculated by taking (A) the sum of the ending certificate balance of all   
classes less (B) the sum of (i) the ending balance of the designated class and  
(ii) the ending certificate balance of all classes which are not subordinate to 
the designated class and dividing the result by (A).                            

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 2 of 17 

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WELLS FARGO [LOGO]

WELLS FARGO BANK MINNESOTA, N.A.
CORPORATE TRUST SERVICES
11000 BROKEN LAND PARKWAY 
COLUMBIA, MD 21044

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

CERTIFICATE FACTOR DETAIL 

                                                        [Enlarge/Download Table]

=========================================================================================================
                                                                              Realized Loss/             
  Class\                 Beginning   Principal      Interest    Prepayment   Additional Trust   Ending   
Component      CUSIP      Balance   Distribution  Distribution    Premium     Fund Expenses     Balance  
---------------------------------------------------------------------------------------------------------
                                                                                                         
   A-1                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-2                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    B                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    C                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    D                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    E                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    F                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    G                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    H                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    J                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    K                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    L                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    M                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    N                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    O                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    R                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   V-1                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   V-2                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
=========================================================================================================

                                                                [Download Table]

=========================================================================
                        Beginning                                Ending  
                         Notional    Interest     Prepayment    Notional 
  Class      CUSIP       Balance   Distribution     Premium      Balance 
-------------------------------------------------------------------------
                                                                         
   A-X                 0.00000000   0.00000000    0.00000000   0.00000000
=========================================================================

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 3 of 17 

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WELLS FARGO LOGO                                                                

Wells Fargo Bank Minnesota, N.A.                                                
Corporate Trust Services                                                        
11000 Broken Land Parkway                                                       
Columbia, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

RECONCILIATION DETAIL 

ADVANCE SUMMARY                                             

P&I Advances Outstanding                               0.00                     
Services Advances Outstanding                          0.00                     

Reimbursements for Interest on P&I                     0.00                     
Advances paid from general collections                                          

Reimbursements for Interest on Servicing               0.00                     
Advances paid from general collections                                          

MASTER SERVICING FEE SUMMARY                                

Current Period Accrued Master Servicing Fees                     0.00           
Less Master Servicing Fees on Delinquent Payments                0.00           
Less Reductions to Master Servicing Fees                         0.00           
Plus Master Servicing Fees on Delinquent Payments Received       0.00           
Plus Adjustments for Prior Master Servicing Calculation          0.00           
Total Master Servicing Fees Collected                            0.00           

CERTIFICATE INTEREST RECONCILIATION                                             

                                                        [Enlarge/Download Table]

-----   -----------  ------------------  -------------  --------------------  ----------  ------------  --------------------
          Accrued      Net Aggregate     Distributable     Distributable      Additional                 Remaining Unpaid   
Class   Certificate      Prepayment      Certificate    Certificate Interest  Trust Fund    Interest       Distributable    
         Interest    Interest Shortfall    Interest          Adjustment        Expenses   Distribution  Certificate Interest
-----   -----------  ------------------  -------------  --------------------  ----------  ------------  --------------------
                                                                                                                            
 A-1         0.00            0.00              0.00               0.00             0.00        0.00               0.00      
 A-2         0.00            0.00              0.00               0.00             0.00        0.00               0.00      
 A-X         0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  B          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  C          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  D          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  E          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  F          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  G          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  H          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  J          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  K          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  L          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  M          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  N          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  O          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
  R          0.00            0.00              0.00               0.00             0.00        0.00               0.00      
 V-1         0.00            0.00              0.00               0.00             0.00        0.00               0.00      
 V-2         0.00            0.00              0.00               0.00             0.00        0.00               0.00      
-----   -----------  ------------------  -------------  --------------------  ----------  ------------  --------------------
Totals       0.00            0.00              0.00               0.00             0.00        0.00               0.00      
======  ===========  ==================  =============  ====================  ==========  ============  ====================

Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 4 of 17

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WELLS FARGO LOGO                                                                

Wells Fargo Bank Minnesota, N.A.                                                
Corporate Trust Services                                                        
11000 Broken Land Parkway                                                       
Columbia, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

OTHER REQUIRED INFORMATION                                                      

Available Distribution Amount                     0.00                          

Aggregate Number of Outstanding Loans                0                          
Aggregate Unpaid Principal Balance of Loans       0.00                          
Aggregate Stated Principal Balance of Loans       0.00                          

Aggregate Amount of Servicing Fee                 0.00                          
Aggregate Amount of Special Servicing Fee         0.00                          
Aggregate Amount of Trustee Fee                   0.00                          
Aggregate Stand-by Fee                            0.00                          
Aggregate Trust Fund Expenses                     0.00                          

Specially Serviced Loans not Delinquent                                         
Number of Outstanding Loans                     0                     
Aggregate Unpaid Principal Balance           0.00                     

APPRAISAL REDUCTION AMOUNT                                                      

-----------------------------------------------------                         
Appraisal    Cumulative     Most Recent           
Loan         Reduction       ASER         App. Red.                         
Number        Effected       Amount          Date                             
-----------------------------------------------------                         

-----------------------------------------------------                         
Total                                                                         
=====================================================                         

Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 5 of 17

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WELLS FARGO LOGO                                                                

Wells Fargo Bank Minnesota, N.A.                                                
Corporate Trust Services                                                        
11000 Broken Land Parkway                                                       
Columbia, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

RATINGS DETAIL

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------
                              Original Ratings                  Current Ratings (1)      
Class        CUSIP     -------------------------------    -------------------------------
                         DCR   Fitch   Moody's   S&P        DCR   Fitch   Moody's   S&P  
-----------------------------------------------------------------------------------------
                                                                                         
 A-1                                                                                     
 A-2                                                                                     
 A-X                                                                                     
  B                                                                                      
  C                                                                                      
  D                                                                                      
  E                                                                                      
  F                                                                                      
  G                                                                                      
  H                                                                                      
  J                                                                                      
  K                                                                                      
  L                                                                                      
  M                                                                                      
  N                                                                                      
  O                                                                                      
  R                                                                                      
 V-1                                                                                     
 V-2                                                                                     
-----------------------------------------------------------------------------------------

NR  - Designates that the class was not rated by the above agency at the time of
original issuance.                                                  
X   - Designates that the above rating agency did not rate any classes in this  
transaction at the time of original issuance.                       
N/A - Data not available this period.                                           

1) For any class not rated at the time of original issuance by any particular   
rating agency, no request has been made subsequent to issuance to obtain rating 
information, if any, from such rating agency. The current ratings were obtained 
directly from the applicable rating agency within 30 days of the payment date   
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from  
the rating agencies.                                                            

Duff & Phelps Credit Rating Co.         Fitch IBCA, Inc.                        
55 East Monroe Street                   One State Street Plaza                  
Chicago, Illinois 60603                 New York, New York 10004                
(312) 368-3100                          (212) 908-0500                          

Moody's Investors Service               Standard & Poor's Rating Services       
99 Church Street                        55 Water Street                         
New York, New York 10007                New York, New York 10041                
(212) 553-0300                          (212) 438-2000                          

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 6 of 17 

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WELLS FARGO LOGO                                                                

Wells Fargo Bank Minnesota, N.A.                                                
Corporate Trust Services                                                        
11000 Broken Land Parkway                                                       
Columbia, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

-----------------------------------------                                       
For Additional Information please contact                                       
CTSLink Customer Service                                          
(301) 815-6600                                          
Reports Available on the World Wide web                                       
@www.ctslink.com/cmbs                                         
-----------------------------------------                                       

Payment Date:   08/17/2000                                                      
Record Date:    07/28/2000                                                      

CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

SCHEDULED BALANCE 

--------------------------------------------------------------------------------
        % of
Scheduled     # of      Scheduled      Agg.      WAM              Weighted
    Balance      loans      Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Totals                                                                    
================================================================================

STATE (3) 

--------------------------------------------------------------------------------
        % of
              # of      Scheduled      Agg.      WAM              Weighted
      State      Props.     Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Totals                                                                    
================================================================================

See footnotes on last page of this section.                                     

Copyright 1997, Wells Fargo Bank MN, N.A.                           Page 7 of 17

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                                                                [Download Table]

                          Debt Service Coverage Ratio                           
--------------------------------------------------------------------------------
                                         % of                                   
 Debt Service       # of    Scheduled    Agg.     WAM                 Weighted  
Coverage Ratio      loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------



                                    Note Rate                                   
--------------------------------------------------------------------------------
                                         % of                                   
     Note           # of    Scheduled    Agg.     WAM                 Weighted  
     Rate           loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------


                                Property Type (3)                               
--------------------------------------------------------------------------------
                                         % of                                   
                    # of    Scheduled    Agg.     WAM                 Weighted  
Property Type      props.    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------



                                   Seasoning                                    
--------------------------------------------------------------------------------
                                         % of                                   
                    # of    Scheduled    Agg.     WAM                 Weighted  
  Seasoning         loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------

See footnotes on last page of this section                                      

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 8 of 17 

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                                                                [Download Table]

               Anticipated Remaining Term (ARD and Balloon Loans)               
--------------------------------------------------------------------------------
                                           % of                                 
Anticipated Remaining   # of    Scheduled   Agg.     WAM              Weighted  
    Term (2)           loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------

                                                                [Download Table]

               Remaining Amortization Term (ARD and Balloon Loans)              
--------------------------------------------------------------------------------
                                           % of                                 
Remaining Amortization  # of    Scheduled   Agg.     WAM              Weighted  
     Term              loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------

                                                                [Download Table]

                 Remaining Stated Term (Fully Amortizing Loans)                 
--------------------------------------------------------------------------------
                                         % of                                   
Remaining Stated    # of    Scheduled    Agg.     WAM                 Weighted  
    Term            loans    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------

                                                                [Download Table]

                             Age of Most Recent NOI                             
--------------------------------------------------------------------------------
                                        % of                                    
  Age of Most       # of    Scheduled    Agg.     WAM                 Weighted  
  Recent NOI       loans     Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------
    Totals                                                                      
--------------------------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures    
become available from borrowers on an asset level, in all cases the most        
recent DSCR provided by the Servicer is used. To the extent that no DSCR        
is provided by the Servicer, information from the offering document is used.    
The Trustee makes no representations as to the accuracy of the data provided    
by the borrower for this calculation.                                           

(2) Anticipated Remaining Term and WAM are each calculated based upon the       
term from the current month to the earlier of the Anticipated Repayment Date,   
if applicable, and the maturity date.                                           

(3) Data in this table was calculated by allocating pro-rata the current        
loan information to the properties based upon the Cut-off Date balance of       
each property as disclosed in the offering document.                            

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 9 of 17 

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------

MORTGAGE LOAN DETAIL

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                                                                  Anticipated              Neg. 
 Loan              Property                      Interest    Principal   Gross     Repayment   Maturity   Amort 
Number    ODCR     Type (1)    City     State     Payment     Payment    Coupon       Date       Date     (Y/N) 
----------------------------------------------------------------------------------------------------------------
                                                                                                                

----------------------------------------------------------------------------------------------------------------
Totals                                                                                                          
----------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------                         
           Beginning     Ending       Paid     Appraisal    Appraisal     Res.    Mod.                          
 Loan      Scheduled    Scheduled     Thru     Reduction    Reduction    Strat.   Code                          
Number      Balance      Balance      Date        Date        Amount      (2)      (3)                          
---------------------------------------------------------------------------------------                         
                                                                                                                

---------------------------------------------------------------------------------------                         
Totals                                                                                                          
---------------------------------------------------------------------------------------                         

(1) Property Type Code                    
----------------------                    

MF  -  Multi-Family                     OF  -  Office                           
RT  -  Retail                           MU  -  Mixed Use                        
HC  -  Health Care                      LO  -  Lodging                          
IN  -  Industrial                       SS  -  Self Storage                     
WH  -  Warehouse                        OT  -  Other                            
MH  -  Mobile Home Park                                                         

(2) Resolution Strategy Code
----------------------------

1 - Modification         6 - DPO                    10 - Deed in Lieu Of        
2 - Foreclosure          7 - REO                         Foreclosure            
3 - Bankruptcy           8 - Resolved               11 - Full Payoff            
4 - Extension            9 - Pending Return         12 - Reps and Warranties    
5 - Note Sale                to Master Servicer     13 - Other or TBD           

 (3) Modification Code
 ---------------------

   1 - Maturity Date Extension
2 - Authorization Change
3 - Principal Write-Off 
4 - Combination         

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 10 of 17

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------

PRINCIPAL PREPAYMENT DETAIL 

                                                        [Enlarge/Download Table]
-----------------------------------------------------------------------------------------------------------------------------
                                         Principal Prepayment Amount                   Prepayment Penalties                  
                Offering Document    -------------------------------------   ------------------------------------------------
Loan Number      Cross-Reference     Payoff Amount     Curtailment Amount     Percentage Premium     Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             

-----------------------------------------------------------------------------------------------------------------------------
  Totals                                                                                                                     
-----------------------------------------------------------------------------------------------------------------------------

Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 11 of 17
--------------------------------------------------------------------------------

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------

HISTORICAL DETAIL 

                                                        [Enlarge/Download Table]


-----------------------------------------------------------------------------------------------------------------------------------
                                                             Delinquencies                                                         
-----------------------------------------------------------------------------------------------------------------------------------
Distribution        30-59 Days       60-89 Days      90 Days or More       Foreclosure            REO             Modifications    
  Date              #   Balance      #   Balance       #   Balance         #   Balance         #   Balance         #   Balance     
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   

-----------------------------------------------------------------------------------------------------------------------------------



                             Prepayments                    Rate and Maturities                                                    
------------------------------------------------------------------------------------                                               
Distribution        Curtailments        Payoff       Next Weighted Avg.                                                            
  Date              #   Balance      #   Balance     Coupon      Remit          WAM                                                
------------------------------------------------------------------------------------                                               
                                                                                                                                   

-----------------------------------------------------------------------------------                                                

Note: Foreclosure and REO Totals are excluded from the delinquencies aging      
categories.                                                         

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 12 of 17   

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------

DELINQUENCY LOAN DETAIL 

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------------------
                   Offering        # of                     Current     Outstanding   Status of    Resolution                     
                   Document       Months    Paid Through      P&I           P&I        Mortgage     Strategy       Servicing      
Loan Number    Cross-Reference    Delinq.       Date        Advances     Advances**    Loan (1)     Code (2)     Transfer Date    
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  

----------------------------------------------------------------------------------------------------------------------------------
  Totals                                                                                                                          
----------------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------                                                  
                                Current      Outstanding                                                                          
                Foreclosure    Servicing      Servicing    Bankruptcy    REO                                                      
Loan Number        Date         Advances      Advances        Date       Date                                                     
--------------------------------------------------------------------------------                                                  
                                                                                                                                  

--------------------------------------------------------------------------------                                                  
  Totals                                                                                                                          
--------------------------------------------------------------------------------                                                  

(1) Status of Mortgage Loan 
--------------------------- 

A  -  Payments Not Received               2  -  Two Months Delinquent           
     But Still in Grace Period           3  -  Three or More Months Delinquent
B  -  Late Payment But Less               4  -  Assumed Scheduled payment       
Than 1 Month Delinquent                   (Performing Matured Loan) 
0  -  Current                             7  -  Foreclosure                     
1  -  One Month Delinquent                8  -  REO                             

(2) Resolution Strategy Code
----------------------------

1 - Modification         6 - DPO                   10 - Deed In Lieu Of         
2 - Foreclosure          7 - REO                        Master Servicer         
3 - Bankruptcy           8 - Resolved              11 - Full Payoff             
4 - Extension            9 - Pending Return        12 - Reps and Warranties     
5 - Note Sale                to Master Servicer    13 - Other or TBD            

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 13 of 17   

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

--------------------------------------------------------------------------------

 SPECIALLY SERVICED LOAN DETAIL - PART 1

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------
                          Offering     Servicing  Resolution                                                        Net      
Distribution    Loan      Document      Transfer   Strategy     Scheduled   Property          Interest  Actual   Operating   
   Date        Number  Cross-Reference    Date      Code (1)     Balance    Type (2)   State    Rate    Balance   Income     
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             

-----------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------                                                     
                                                          Remaining                                                          
Distribution     NOI                 Note     Maturity   Amortization                                                        
   Date          Date      DSCR      Date       Date         Term                                                            
------------------------------------------------------------------------                                                     
                                                                                                                             

------------------------------------------------------------------------                                                     

(1) Resolution Strategy Code
----------------------------

1 - Modification         6 - DPO                  10 - Deed In Lieu Of          
2 - Foreclosure          7 - REO                       Foreclosure              
3 - Bankruptcy           8 - Resolved             11 - Full Payoff              
4 - Extension            9 - Pending Return       12 - Reps and Warranties      
5 - Note Sale                to Master Servicer   13 - Other or TBD             

(2) Property Type Code                              
----------------------                              

MF - Multi-Family             OF - Office                                       
RT - Retail                   MU - Mixed use                                    
HC - Health Care              LO - Lodging                                      
IN - Industrial               SS - Self Storage                                 
WH - Warehouse                OT - Other                                        
MH - Mobile Home Park                                                           

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                       Page 14 of 17   

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

SPECIALLY SERVICED LOAN DETAIL - PART 2 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                           Offering        Resolution      Site                                                                     
Distribution    Loan        Document        Strategy    Inspection                 Appraisal  Appraisal      Other REO              
    Date       Number   Cross-Reference     Code (1)       Date     Phase 1 Date      Date      Value     Property Revenue  Comment 
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    

------------------------------------------------------------------------------------------------------------------------------------

(1) Resolution Strategy Code
----------------------------

1 - Modification         6 - DPO                    10 - Deed in Lieu Of        
2 - Foreclosure          7 - REO                         Foreclosure            
3 - Bankruptcy           8 - Resolved               11 - Full Payoff            
4 - Extension            9 - Pending Return         12 - Reps and Warranties    
5 - Note Sale                to Master Servicer     13 - Other or TBD           

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 15 of 17

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

MODIFIED LOAN DETAIL

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                   Offering                                                                                                         
 Loan              Document      Pre-Modification                                                                                   
Number         Cross-Reference        Balance           Modification Date                       Modification Description            
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    

------------------------------------------------------------------------------------------------------------------------------------
Totals                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 16 of 17

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WELLS FARGO [LOGO]                                                              

WELLS FARGO BANK MINNESOTA, N.A.                                                
CORPORATE TRUST SERVICES                                                        
11000 BROKEN LAND PARKWAY                                                       
COLUMBIA, MD 21044                                                              

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 
SERIES 2000-C1

                                       -----------------------------------------
                                       For Additional Information please contact
                                        CTSLink Customer Service
                                        (301) 815-6600
                                         Reports Available on the World Wide web
                                        @ www.ctslink.com/cmbs
                                       -----------------------------------------
                                   Payment Date:      08/17/2000
                                   Record Date:       07/28/2000

LIQUIDATED LOAN DETAIL

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------
       Final Recovery     Offering                                               Gross Proceeds  
 Loan  Determination      Document     Appraisal  Appraisal  Actual    Gross        as a % of    
Number     Date       Cross-Reference     Date      Value    Balance  Proceeds   Actual Balance  
-------------------------------------------------------------------------------------------------
                                                                                                 

-------------------------------------------------------------------------------------------------
  Current Total                                                                                  
-------------------------------------------------------------------------------------------------
Cumulative Total                                                                                 
-------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

------------------------------------------------------------------                              
 Aggregate        Net        Net Proceeds              Repurchased                              
Liquidation   Liquidation     as a % of      Realized   by Seller                               
  Expenses*     Proceeds    Actual Balance     Loss      (Y/N)                                  
------------------------------------------------------------------                              
                                                                                                

------------------------------------------------------------------------------------------------
  Current Total                                                                                 
------------------------------------------------------------------------------------------------
Cumulative Total                                                                                
------------------------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P & I advances and    
unpaid fees (servicing, trustee, etc.).                                         

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank MN, N.A.                          Page 17 of 17

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 ANNEX E

 GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in certain limited circumstances, the globally offered Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through         
Certificates, Series 2000-C1 (the "Global Securities") will be available only in
book-entry form. Investors in the Global Securities may hold such Global        
Securities through any of DTC, Cedelbank or Euroclear. The Global Securities    
will be tradable as home market instruments in both the European and U.S.       
domestic markets. Initial settlement and all secondary trades will settle in    
same day funds. Capitalized terms used but not defined in this Annex E have the 
meanings assigned to them in the Prospectus Supplement and the Prospectus.      

Secondary market trading between investors holding Global Securities  
through Cedelbank and Euroclear will be conducted in the ordinary way in        
accordance with their normal rules and operating procedures and in accordance   
with conventional eurobond practice (i.e., seven calendar day settlement).      
Secondary market trading between investors holding Global Securities through DTC
will be conducted according to the rules and procedures applicable to U.S.      
corporate debt obligations.                                                     

Secondary cross-market trading between Cedelbank or Euroclear and DTC 
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositories of Cedelbank and Euroclear (in such   
capacity) and as DTC Participants.                                              

    Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and     
deliver appropriate U.S. tax documents to the securities clearing organizations 
or their participants.                                                          

INITIAL SETTLEMENT                                                              

     All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct  
and indirect Participants in DTC. As a result, Cedelbank and Euroclear will hold
positions on behalf of their participants through their respective Depositories,
which in turn will hold such positions in accounts as DTC Participants.         

    Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to similar issues of pass-through           
certificates. Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.              

 Investors electing to hold their Global Securities through Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to          
conventional eurobonds, except that there will be no temporary global security  
and no "lock-up" or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payments in same-day 
funds.                                                                          

SECONDARY MARKET TRADING                                                        

  Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's      
accounts are located to ensure that settlement can be made on the desired value 
date.                                                                           

Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar issues  
of pass-through certificates in same-day funds.                                 

   Trading between Cedelbank and/or Euroclear Participants. Secondary market
trading between Cedelbank Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.    

Trading between DTC seller and Cedelbank or Euroclear purchaser. When 
Global Securities are to be transferred from the account of a DTC Participant to
the account of a Cedelbank Participant or a Euroclear Participant, the purchaser
will send instructions to Cedelbank or Euroclear through a                      

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Cedelbank Participant or Euroclear Participant at least one business day prior  
to settlement. Cedelbank or Euroclear will instruct the respective Depository,  
as the case may be, to receive the Global Securities against payment. Payment   
will include interest accrued on the Global Securities from and including the   
last coupon payment date to and excluding the settlement date. Payment will then
be made by the respective Depository to the DTC Participant's account against   
delivery of the Global Securities. After settlement has been completed, the     
Global Securities will be credited to the respective clearing system and by the 
clearing system, in accordance with its usual procedures, to the Cedelbank      
Participant's or Euroclear Participant's account. The Global Securities credit  
will appear the next day (European time) and the cash debit will be back-valued 
to, and the interest on the Global Securities will accrue from, the value date  
(which would be the preceding day when settlement occurred in New York). If     
settlement is not completed on the intended value date (i.e., the trade fails), 
the Cedelbank or Euroclear cash debit will be valued instead as of the actual   
settlement date.                                                                

Cedelbank Participants and Euroclear Participants will need to make   
available to the respective clearing systems the funds necessary to process     
same-day funds settlement. The most direct means of doing so is to pre-position 
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Cedelbank or Euroclear. Under    
this approach, they may take on credit exposure to Cedelbank or Euroclear until 
the Global Securities are credited to their accounts one day later.             

    As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Participants or Euroclear Participants can elect not to      
pre-position funds and allow that credit line to be drawn upon the finance      
settlement. Under this procedure, Cedelbank Participants or Euroclear           
Participants purchasing Global Securities would incur overdraft charges for one 
day, assuming they cleared the overdraft when the Global Securities were        
credited to their accounts. However, interest on the Global Securities would    
accrue from the value date. Therefore, in many cases the investment income on   
the Global Securities earned during that one day period may substantially reduce
or offset the amount of such overdraft charges, although this result will depend
on each Cedelbank Participant's or Euroclear Participant's particular cost of   
funds.                                                                          

  Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to 
the respective Depository for the benefit of Cedelbank Participants or Euroclear
Participants. The sale proceeds will be available to the DTC seller on the      
settlement date. Thus, to the DTC Participant a cross-market transaction will   
settle no differently than a trade between two DTC Participants.                

 Trading between Cedelbank or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Cedelbank Participants and Euroclear      
Participants may employ their customary procedures for transactions in which    
Global Securities are to be transferred by the respective clearing system,      
through the respective Depository, to a DTC Participant. The seller will send   
instructions to Cedelbank or Euroclear through a Cedelbank Participant or       
Euroclear Participant at least one business day prior to settlement. In these   
cases, Cedelbank or Euroclear will instruct the respective Depository, as       
appropriate, to deliver the bonds to the DTC Participant's account against      
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the settlement date. The
payment will then be reflected in the account of the Cedelbank Participant or   
Euroclear Participant the following day, and receipt of the cash proceeds in the
Cedelbank Participant's or Euroclear Participant's account would be back-valued 
to the value date (which would be the preceding day, when settlement occurred in
New York). Should the Cedelbank Participant or Euroclear Participant have a line
of credit with its respective clearing system and elect to be in debit in       
anticipation of receipt of the sale proceeds in its account, the back-valuation 
will extinguish any overdraft charges incurred over that one-day period. If     
settlement is not completed on the intended value date (i.e., the trade fails), 
receipt of the cash proceeds in the Cedelbank Participant's or Euroclear        
Participant's account would instead be valued as of the actual settlement date. 
Finally, day traders that use Cedelbank or Euroclear and that purchase Global   
Securities from DTC Participants for delivery to Cedelbank Participants or      
Euroclear Participants should note that these trades would automatically fail on
the sale side unless affirmative action were taken. At least three techniques   
should be readily available to eliminate this potential problem:                

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(a) borrowing through Cedelbank or Euroclear for one day (until the   
purchase side of the day trade is reflected in their Cedelbank or Euroclear     
accounts) in accordance with the clearing system's customary procedures;        

   (b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Securities  
sufficient time to be reflected in their Cedelbank or Euroclear account in order
to settle the sale side of the trade; or                                        

   (c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one   
day prior to the value date for the sale to the Cedelbank Participant or        
Euroclear Participant.                                                          

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS                      

A Certificate Owner of Global Securities holding securities through   
Cedelbank or Euroclear (or through DTC if the holder has an address outside the 
U.S.) will be subject to the 30% U.S. withholding tax that generally applies to 
payments of interest (including original issue discount) on registered debt     
issued by U.S. Persons (as defined below), unless (i) each clearing system, bank
or other financial institution that holds customers' securities in the ordinary 
course of its trade or business in the chain of intermediaries between such     
Certificate Owner and the U.S. entity required to withhold tax complies with    
applicable certification requirements and (ii) such Certificate Owner takes one 
of the following steps to obtain an exemption or reduced tax rate:              

Exemption for non-U.S. Persons (Form W-8). Certificate Owners that are
non-U.S. Persons can obtain a complete exemption from the withholding tax by    
filing a signed Form W-8 (Certificate of Foreign Status). If the information    
shown on Form W-8 changes, a new Form W-8 must be filed within 30 days of such  
change.                                                                         

Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.  
branch, for which the interest income is effectively connected with its conduct 
of a trade or business in the United States can obtain an exemption from the    
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United     
States).                                                                        

     Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a country 
that has a tax treaty with the United States can obtain an exemption or reduced 
tax rate (depending on the treaty terms) by filing Form 1001 (Ownership,        
Exemption or Reduced Rate Certificate). If the treaty provides only for a       
reduced rate, withholding tax will be imposed at that rate unless the filer     
alternatively files Form W-8. Form 1001 may be filed by the Certificate Owner or
his agent.                                                                      

   Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for      
Taxpayer Identification Number and Certification).                              

 U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent, 
files by submitting the appropriate form to the person through whom it holds    
(the clearing agency, in the case of persons holding directly on the books of   
the clearing agency). Except as provided below, Form W-8 and Form 1001 are      
effective for three calendar years and Form 4224 is effective for one calendar  
year.                                                                           

    Final withholding regulations (the "New Regulations") effective January 1,
2001 affect the documentation required from non-U.S. Persons having validly     
existing IRS Forms, such as IRS Form W-8, 1001 or 4224. The New Regulations     
replace a number of current tax certification forms (including IRS Forms W-9,   
1001 and 4224, as discussed above) with a new series of IRS Forms W-8 and       
generally standardize the period of time for which withholding agents can rely  
on such forms (although certain of the new forms may remain valid indefinitely  
if the beneficial owner provides a United States taxpayer identification number 
and the information on the form does not change). Existing forms and statements 
will remain valid until the earlier of their expiration or December 31, 2000.   

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The term "U.S. Person" means (i) a citizen or resident of the United  
States, (ii) a corporation or partnership organized in or under the laws of the 
United States, any state thereof or the District of Columbia, (iii) an estate   
the income of which is includible in gross income for United States tax         
purposes, regardless of its source or (iv) a trust if a court within the United 
States is able to exercise primary supervision of the administration of the     
trust and one or more United States persons have the authority to control all   
substantial decisions of the trust.                                             

This summary does not deal with all aspects of U.S. Federal income tax
withholding that may be relevant to foreign holders of the Global Securities.   
Investors are advised to consult their own tax advisors for specific tax advice 
concerning their holding and disposing of the Global Securities.                

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PROSPECTUS                                                                      

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
 DEPOSITOR
 Commercial/Multifamily Mortgage Pass-Through Certificates
(Issuable in Series)

Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") from time
to time will offer Commercial/Multifamily Mortgage Pass-Through Certificates    
(the "Certificates") in "Series" by means of this Prospectus and a separate     
Prospectus Supplement for each Series. The Certificates of each Series will     
evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be
established by the Depositor. The Certificates of a Series may be divided into  
two or more "Classes" which may have different interest rates and which may     
receive principal payments in differing proportions and at different times. In  
addition, rights of the holders of certain Classes to receive principal and     
interest may be subordinated to those of other Classes.                         

Each Trust Fund will consist of a pool (the "Mortgage Pool") of one or more     
mortgage loans secured by first or junior liens on residential/commercial       
properties, and related property and interests, conveyed to such Trust Fund by  
the Depositor, and other assets, including any reserve funds established with   
respect to a Series, insurance policies on the Mortgage Loans, letters of       
credit, certificate guarantee insurance policies or other enhancement described 
in the related Prospectus Supplement. If so specified in the related Prospectus 
Supplement, the Mortgage Pool may also include participation interests in such  
types of mortgage loans, installment contracts for the sale of such types of    
properties and/or mortgage pass-through certificates. Such mortgage loans,      
participation interests, mortgage pass-through certificates ("MBS") and         
installment contracts are hereinafter referred to as the "Mortgage Loans." The  
Mortgage Loans will have fixed or adjustable interest rates. Some Mortgage Loans
will fully amortize over their remaining terms to maturity and others will      
provide for balloon payments at maturity. The Mortgage Loans will provide for   
recourse against only the Mortgaged Properties or provide for recourse against  
the other assets of the obligors thereunder. The Mortgage Loans will be newly   
originated or seasoned, and will be acquired by the Depositor either directly or
through one or more affiliates. Information regarding each Series of            
Certificates, including interest and principal payment provisions for each      
Class, as well as information regarding the size, composition and other         
characteristics of the Mortgage Pool relating to such Series, will be furnished 
in the related Prospectus Supplement. The Mortgage Loans will be serviced by a  
Master Servicer identified in the related Prospectus Supplement.                

----------

The Certificates do not represent an obligation of or an interest in the        
Depositor or any affiliate thereof. Unless so specified in the related          
Prospectus Supplement, neither the Certificates nor the Mortgage Loans are      
insured or guaranteed by any governmental agency or instrumentality or by any   
other person or entity.                                                         

The Depositor, as specified in the related Prospectus Supplement, may elect to  
treat all or a specified portion of the collateral securing any Series of       
Certificates as a "real estate mortgage investment conduit" (a "REMIC"), or an  
election may be made to treat the arrangement by which a Series of Certificates 
is issued as a REMIC. If such election is made, each Class of Certificates of a 
Series will be either Regular Interest Certificates or Residual Certificates    
(each, as defined herein), as specified in the related Prospectus Supplement. If
no such election is made, the Trust Fund, as specified in the related Prospectus
Supplement, will be classified as a grantor trust for federal income tax        
purposes. See "Certain Federal Income Tax Consequences."                        

----------  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COM- MISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

----------  

PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION 
"RISK FACTORS" AFTER THE SECTION CAPTIONED "INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE" HEREIN.                                                           

----------

Offers of the Certificates may be made through one or more different  
methods, including offerings through underwriters, which may include Credit     
Suisse First Boston Corporation, an affiliate of the Depositor, as more fully   
described under "Plan of Distribution" herein and in the related Prospectus     
Supplement. Certain offerings of the Certificates, as specified in the related  
Prospectus Supplement, may be made in one or more transactions exempt from the  
registration requirements of the Securities Act of 1933, as amended. Such       
offerings are not being made pursuant to the Registration Statement of which    
this Prospectus forms a part.                                                   

  There will have been no public market for the Certificates of any Series
prior to the offering thereof. No assurance can be given that such a market will
develop as a result of such offering or, if it does develop, that it will       
continue.                                                                       

 This Prospectus may not be used to consummate sales of the Certificates
offered hereby unless accompanied by a Prospectus Supplement.                   

CREDIT SUISSE FIRST BOSTON
Prospectus dated October 12, 1999.

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PROSPECTUS SUPPLEMENT 

 The Prospectus Supplement relating to each Series of Certificates will,
among other things, set forth with respect to such Series of Certificates: (i)  
the identity of each Class within such Series; (ii) the initial aggregate       
principal amount, the interest rate (the "Pass-Through Rate") (or the method for
determining it) and the authorized denominations of each Class of Certificates  
of such Series; (iii) certain information concerning the Mortgage Loans relating
to such Series, including the principal amount, type and characteristics of such
Mortgage Loans on the date of issue of such Series of Certificates, and, if     
applicable, the amount of any Reserve Fund for such Series; (iv) the            
circumstances, if any, under which the Certificates of such Series are subject  
to redemption prior to maturity; (v) the final scheduled distribution date of   
each Class of Certificates of such Series; (vi) the method used to calculate the
aggregate amount of principal available and required to be applied to the       
Certificates of such Series on each Distribution Date; (vii) the order of the   
application of principal and interest payments to each Class of Certificates of 
such Series and the allocation of principal to be so applied; (viii) the extent 
of subordination of any Subordinate Certificates; (ix) the principal amount of  
each Class of Certificates of such Series that would be outstanding on specified
Distribution Dates, if the Mortgage Loans relating to such Series were prepaid  
at various assumed rates; (x) the Distribution Dates for each Class of          
Certificates of such Series; (xi) relevant financial information with respect to
the Borrower(s) and the Mortgaged Properties underlying the Mortgage Loans      
relating to such Series, if applicable; (xii) information with respect to the   
terms of the Subordinate Certificates or Residual Certificates, if any, of such 
Series; (xiii) additional information with respect to the Enhancement (as       
defined herein) relating to such Series; (xiv) additional information with      
respect to the plan of distribution of such Series; and (xv) whether the        
Certificates of such Series will be registered in the name of the nominee of The
Depository Trust Company or another depository.                                 

ADDITIONAL INFORMATION

    This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents     
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement (the "Registration          
Statement") of which this Prospectus and the related Prospectus Supplement is a 
part. For further information, reference is made to such Registration Statement 
and the exhibits thereto which the Depositor has filed with the Securities and  
Exchange Commission (the "Commission"), under the Securities Act of 1933, as    
amended (the "Act"). Statements contained in this Prospectus and any Prospectus 
Supplement as to the contents of any contract or other document referred to are 
summaries and in each instance reference is made to the copy of the contract or 
other document filed as an exhibit to the Registration Statement, each such     
statement being qualified in all respects by such reference. Copies of the      
Registration Statement may be obtained from the Commission, upon payment of the 
prescribed charges, or may be examined free of charge at the Commission's       
offices. The Depositor is subject to the informational requirements of the      
Securities Exchange Act of 1934, as amended, and in accordance therewith files  
reports and other information with the Commission. Reports and other information
filed with the Commission can be inspected and copied at the public reference   
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,  
D.C. 20549, and at the Regional Offices of the Commission at Seven World Trade  
Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center,   
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission    
maintains a Web site at http://www.sec.gov containing reports, proxy and        
information statements and other information regarding registrants, including   
Credit Suisse First Boston Mortgage Securities Corp., that file electronically  
with the Commission. Copies of such material can be obtained from the Public    
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 
20549, at prescribed rates. Copies of the Agreement pursuant to which a Series  
of Certificates is issued will be provided to each person to whom a Prospectus  
and the related Prospectus Supplement are delivered, upon written or oral       
request directed to: Credit Suisse First Boston Mortgage Securities Corp.,      
Eleven Madison Avenue, New York, New York 10010, telephone number               
(212) 325-2000.                                                                 

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 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as    
amended, prior to the termination of the offering of Certificates offered       
hereby. The Depositor will provide or cause to be provided without charge to    
each person to whom this Prospectus is delivered in connection with the offering
of one or more Classes of Certificates, upon request, a copy of any or all such 
documents or reports incorporated herein by reference, in each case to the      
extent such documents or reports relate to one or more of such Classes of such  
Certificates, other than the exhibits to such documents (unless such exhibits   
are specifically incorporated by reference in such documents). Requests to the  
Depositor should be directed to: Credit Suisse First Boston Mortgage Securities 
Corp., Eleven Madison Avenue, New York, New York 10010, telephone number (212)  
325-2000.                                                                       

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RISK FACTORS  

     INVESTORS SHOULD CONSIDER, IN CONNECTION WITH THE PURCHASE OF CERTIFICATES,
AMONG OTHER THINGS, THE FOLLOWING FACTORS AND CERTAIN OTHER FACTORS AS MAY BE   
SET FORTH IN "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT.               

LIMITED LIQUIDITY                                                               

   There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide holders    
with liquidity of investment or will continue while Certificates of such Series 
remain outstanding. Any such secondary market may provide less liquidity to     
investors than any comparable market for securities evidencing interests in     
single family mortgage loans. The market value of Certificates will fluctuate   
with changes in prevailing rates of interest. Consequently, sale of             
Certificates by a holder in any secondary market that may develop may be at a   
discount from 100% of their original principal balance or from their purchase   
price. Furthermore, secondary market purchasers may look only hereto, to the    
related Prospectus Supplement and to the reports to Certificateholders          
delivered pursuant to the related Agreement. Except to the extent described     
herein and in the related Prospectus Supplement, Certificateholders will have   
no redemption rights and the Certificates are subject to early retirement only  
under certain specified circumstances described herein and in the related       
Prospectus Supplement.                                                          

LIMITED ASSETS                                                                  

 The Certificates will not represent an interest in or obligation of the
Depositor, the Master Servicer, or any of their affiliates. The only            
obligations with respect to the Certificates or the Mortgage Loans will be the  
obligations (if any) of the Depositor (or, if otherwise provided in the related 
Prospectus Supplement, the person identified therein as the person making       
certain representations and warranties with respect to the Mortgage Loans, as   
applicable) pursuant to certain limited representations and warranties made     
with respect to the Mortgage Loans. Since certain representations and           
warranties with respect to the Mortgage Loans may have been made and/or         
assigned in connection with transfers of such Mortgage Loans prior to the       
Closing Date, the rights of the Trustee and the Certificateholders with respect 
to such representations or warranties will be limited to their rights as an     
assignee thereof. Unless otherwise specified in the related Prospectus          
Supplement, none of the Depositor, the Master Servicer or any affiliate thereof 
will have any obligation with respect to representations or warranties made by  
any other entity. Unless otherwise specified in the related Prospectus          
Supplement, neither the Certificates nor the underlying Mortgage Loans will be  
guaranteed or insured by any governmental agency or instrumentality, or by the  
Depositor, the Master Servicer or any of their affiliates. Proceeds of the      
assets included in the related Trust Fund for each Series of Certificates       
(including the Mortgage Loans and any form of Enhancement) will be the sole     
source of payments on the Certificates, and there will be no recourse to the    
Depositor or any other entity in the event that such proceeds are insufficient  
or otherwise unavailable to make all payments provided for under the            
Certificates.                                                                   

   Unless otherwise specified in the related Prospectus Supplement, a Series
of Certificates will not have any claim against or security interest in the     
Trust Funds for any other Series. If the related Trust Fund is insufficient to  
make payments on such Certificates, no other assets will be available for       
payment of the deficiency. Additionally, certain amounts remaining in certain   
funds or accounts, including the Distribution Account, the Collection Account   
and the REO Account and any accounts maintained as Enhancement, may be          
withdrawn under certain conditions, as described in the related Prospectus      
Supplement. In the event of such withdrawal, such amounts will not be available 
for future payment of principal of or interest on the Certificates. If so       
provided in the Prospectus Supplement for a Series of Certificates that         
includes one or more classes of Subordinate Certificates, on any Distribution   
Date in respect of which losses or shortfalls in collections on the Trust Funds 
have been incurred, the amount of such losses or shortfalls will be borne first 
by one or more classes of the Subordinate Certificates, and, thereafter, by the 
remaining classes of Certificates in the priority and manner and subject to the 
limitations specified in such Prospectus Supplement.                            

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PREPAYMENTS AND EFFECT ON AVERAGE LIFE OF CERTIFICATES AND YIELDS               

   Prepayments (including those caused by defaults) on the Mortgage Loans in
any Trust Fund generally will result in a faster rate of principal payments on  
one or more classes of the related Certificates than if payments on such        
Mortgage Loans were made as scheduled. Thus, the prepayment experience on the   
Mortgage Loans may affect the average life of each class of related             
Certificates. The rate of principal payments on pools of mortgage loans varies  
between pools and from time to time is influenced by a variety of economic,     
demographic, geographic, social, tax, legal and other factors. There can be no  
assurance as to the rate of prepayment on the Mortgage Loans in any Trust Fund  
or that the rate of payments will conform to any model described herein or in   
any Prospectus Supplement. If prevailing interest rates fall significantly      
below the applicable mortgage interest rates, principal prepayments are likely  
to be higher than if prevailing rates remain at or above the rates borne by the 
Mortgage Loans underlying or comprising the Mortgaged Properties in any Trust   
Fund. As a result, the actual maturity of any class of Certificates could occur 
significantly earlier than expected. A Series of Certificates may include one   
or more classes of Certificates with priorities of payment and, as a result,    
yields on other classes of Certificates of such Series may be more sensitive to 
prepayments on Mortgage Loans. A Series of Certificates may include one or more 
classes offered at a significant premium or discount. Yields on such classes of 
Certificates will be sensitive, and in some cases extremely sensitive, to       
prepayments on Mortgage Loans and, where the amount of interest payable with    
respect to a class is disproportionately high, as compared to the amount of     
principal, as with certain classes of Stripped Certificates, a holder might, in 
some prepayment scenarios, fail to recoup its original investment. A Series of  
Certificates may include one or more classes of Certificates that provide for   
distribution of principal thereof from amounts attributable to interest accrued 
but not currently distributable on one or more classes of Certificates (the     
"Accrual Certificates") and, as a result, yields on such Certificates will be   
sensitive to (a) the provisions of such Accrual Certificates relating to the    
timing of distributions of interest thereon and (b) if such Accrual             
Certificates accrue interest at a variable or floating Pass-Through Rate,       
changes in such rate.                                                           

LIMITED NATURE OF RATINGS                                                       

Any rating assigned by a Rating Agency to a class of Certificates will
reflect such Rating Agency's assessment solely of the likelihood that holders   
of Certificates of such class will receive payments to which such               
Certificateholders are entitled under the related Agreement. Such rating will   
not constitute an assessment of the likelihood that principal prepayments       
(including those caused by defaults) on the related Mortgage Loans will be      
made, the degree to which the rate of such prepayments might differ from that   
originally anticipated or the likelihood of early optional termination of the   
Series of Certificates. Such rating will not address the possibility that       
prepayment at higher or lower rates than anticipated by an investor may cause   
such investor to experience a lower than anticipated yield or that an investor  
purchasing a Certificate at a significant premium might fail to recoup its      
initial investment under certain prepayment scenarios. Each Prospectus          
Supplement will identify any payment to which holders of Certificates of the    
related Series are entitled that is not covered by the applicable rating.       

    The amount, type and nature of any Enhancement established with respect to
a Series of Certificates will be determined on the basis of criteria            
established by each Rating Agency rating classes of such Series. Such criteria  
are sometimes based upon an actuarial analysis of the behavior of mortgage      
loans in a larger group. Such analysis is often the basis upon which each       
Rating Agency determines the amount of credit support required with respect to  
each such class. There can be no assurance that the historical data supporting  
any such actuarial analysis will accurately reflect future experience nor any   
assurance that the data derived from a large pool of mortgage loans accurately  
predicts the delinquency, foreclosure or loss experience of any particular pool 
of Mortgage Loans. No assurance can be given that values of any Mortgaged       
Properties have remained or will remain at their levels on the respective dates 
of origination of the related Mortgage Loans. Moreover, there is no assurance   
that appreciation of real estate values generally will limit loss experiences   
on the Mortgaged Properties. If the commercial or multifamily residential real  
estate markets should experience an overall decline in property values such     
that the outstanding principal balances of the Mortgage Loans underlying or     
comprising the Mortgage Loans in a particular Trust Fund and any secondary      
financing on the related Mortgaged Properties become equal to or greater than   
the value of the Mortgaged Properties, the rates of delinquencies, foreclosures 
and                                                                             

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losses could be higher than those now generally experienced by institutional    
lenders. In addition, adverse economic conditions (which may or may not affect  
real property values) may affect the timely payment by mortgagors of scheduled  
payments of principal and interest on the Mortgage Loans and, accordingly, the  
rates of delinquencies, foreclosures and losses with respect to any Trust Fund. 
To the extent that such losses are not covered by Enhancement, if any,          
described in the related Prospectus Supplement, such losses will be borne, at   
least in part, by the holders of one or more classes of the Certificates of the 
related Series.                                                                 

RISKS ASSOCIATED WITH MORTGAGE LOANS AND MORTGAGED PROPERTIES                   

    Mortgage loans made with respect to multifamily or commercial property may
entail risks of delinquency and foreclosure, and risks of loss in the event     
thereof, that are greater than similar risks associated with single family      
property. The ability of a mortgagor to repay a loan secured by an              
income-producing property typically is dependent primarily upon the successful  
operation of such property rather than any independent income or assets of the  
mortgagor; thus, the value of an income-producing property is directly related  
to the net operating income derived from such property. In contrast, the        
ability of a mortgagor to repay a single family loan typically is dependent     
primarily upon the mortgagor's household income, rather than the capacity of    
the property to produce income; thus, other than in geographical areas where    
employment is dependent upon a particular employer or an industry, the          
mortgagor's income tends not to reflect directly the value of such property. A  
decline in the net operating income of an income-producing property will likely 
affect both the performance of the related loan as well as the liquidation      
value of such property, whereas a decline in the income of a mortgagor on a     
single family property will likely affect the performance of the related loan   
but may not affect the liquidation value of such property. Moreover, a decline  
in the value of a Mortgaged Property will increase the risk of loss             
particularly with respect to any related junior Mortgage Loan.                  

    The performance of a mortgage loan secured by an income-producing property
leased by the mortgagor to tenants as well as the liquidation value of such     
property may be dependent upon the business operated by such tenants in         
connection with such property, the creditworthiness of such tenants or both.    
The risks associated with such loans may be offset by the number of tenants or, 
if applicable, a diversity of types of business operated by such tenants.       

It is anticipated that a substantial portion of the Mortgage Loans    
included in any Trust Fund will be nonrecourse loans or loans for which         
recourse may be restricted or unenforceable, as to which, in the event of a     
mortgagor's default, recourse may be had only against the specific property and 
such other assets, if any, as have been pledged to secure the related Mortgage  
Loan. With respect to those Mortgage Loans that provide for recourse against    
the mortgagor and its assets generally, there can be no assurance that such     
recourse will ensure a recovery in respect of a defaulted Mortgage Loan greater 
than the liquidation value of the related Mortgaged Property.                   

Further, the concentration of default, foreclosure and loss risks in  
individual mortgagors or Mortgage Loans in a particular Trust Fund or the       
related Mortgaged Properties will generally be greater than for pools of single 
family loans both because the Mortgage Loans in a Trust Fund will generally     
consist of a smaller number of loans than would a single family pool of         
comparable aggregate unpaid principal balance and because of the higher         
principal balance of individual Mortgage Loans. Mortgage Loans in a Trust Fund  
may consist of only a single or limited number of Mortgage Loans and/or relate  
to Leases to only a single Lessee or a limited number of Lessees.               

    If applicable, certain legal aspects of the Mortgage Loans for a Series of
Certificates may be described in the related Prospectus Supplement.             

RISKS ASSOCIATED WITH MORTGAGE LOANS AND LEASES                                 

    If so described in the related Prospectus Supplement, each mortgagor under
a Mortgage Loan may be an entity created by the owner or purchaser of the       
related Mortgaged Property solely to own or purchase such property, in part to  
isolate the property from the debts and liabilities of such owner or purchaser. 
Unless otherwise specified, each such Mortgage Loan will represent a            
nonrecourse obligation                                                          

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of the related mortgagor secured by the lien of the related Mortgage and the    
related Lease assignments. Whether or not such loans are recourse or            
nonrecourse obligations, it is not expected that the mortgagors will have any   
significant assets other than the Mortgaged Properties and the related Leases,  
which will be pledged to the Trustee under the related Agreement. Therefore,    
the payment of amounts due on any such Mortgage Loans, and, consequently, the   
payment of principal of and interest on the related Certificates, will depend   
primarily or solely on rental payments by the Lessees. Such rental payments     
will, in turn, depend on continued occupancy by, and/or the creditworthiness    
of, such Lessees, which in either case may be adversely affected by a general   
economic downturn or an adverse change in their financial condition. Moreover,  
to the extent a Mortgaged Property was designed for the needs of a specific     
type of tenant (e.g., a nursing home, hotel or motel), the value of such        
property in the event of a default by the Lessee or the early termination of    
such Lease may be adversely affected because of difficulty in re-leasing the    
property to a suitable substitute lessee or, if re-leasing to such a substitute 
is not possible, because of the cost of altering the property for another more  
marketable use. As a result, without the benefit of the Lessee's continued      
support of the Mortgaged Property, and absent significant amortization of the   
Mortgage Loan, if such loan is foreclosed on and the Mortgaged Property is      
liquidated following a lease default, the net proceeds might be insufficient to 
cover the outstanding principal and interest owing on such loan, thereby        
increasing the risk that holders of the Certificates will suffer some loss.     

BALLOON PAYMENTS                                                                

Certain of the Mortgage Loans (the "Balloon Mortgage Loans") as of the
Cut-Off Date may not be fully amortizing over their terms to maturity and,      
thus, will require substantial principal payments (i.e., balloon payments) at   
their stated maturity. Mortgage Loans with balloon payments involve a greater   
degree of risk because the ability of a mortgagor to make a balloon payment     
typically will depend upon its ability either to timely refinance the loan or   
to timely sell the related Mortgaged Property. The ability of a mortgagor to    
accomplish either of these goals will be affected by a number of factors,       
including the level of available mortgage interest rates at the time of sale or 
refinancing, the mortgagor's equity in the related Mortgaged Property, the      
financial condition and operating history of the mortgagor and the related      
Mortgaged Property, tax laws, rent control laws (with respect to certain        
multifamily properties and mobile home parks), reimbursement rates (with        
respect to certain nursing homes), renewability of operating licenses,          
prevailing general economic conditions and the availability of credit for       
commercial or multifamily real properties, as the case may be, generally.       

JUNIOR MORTGAGE LOANS                                                           

  To the extent specified in the related Prospectus Supplement, certain of
the Mortgage Loans may be secured primarily by junior mortgages. In the case of 
liquidation, Mortgage Loans secured by junior mortgages are entitled to         
satisfaction from proceeds that remain from the sale of the related Mortgaged   
Property after the mortgage loans senior to such Mortgage Loans have been       
satisfied. If there are not sufficient funds to satisfy such junior Mortgage    
Loans and senior mortgage loans, such Mortgage Loan would suffer a loss and,    
accordingly, one or more classes of Certificates would bear such loss.          
Therefore, any risks of deficiencies associated with first Mortgage Loans will  
be greater with respect to junior Mortgage Loans.                               

OBLIGOR DEFAULT                                                                 

    If so specified in the related Prospectus Supplement, in order to maximize
recoveries on defaulted Mortgage Loans, a Master Servicer or a Special Servicer 
will be permitted (within prescribed parameters) to extend and modify Mortgage  
Loans that are in default or as to which a payment default is imminent,         
including in particular with respect to balloon payments. In addition, a Master 
Servicer or a Special Servicer may receive a workout fee based on receipts from 
or proceeds of such Mortgage Loans. While any such entity generally will be     
required to determine that any such extension or modification is reasonably     
likely to produce a greater recovery on a present value basis than liquidation, 
there can be no assurance that such flexibility with respect to extensions or   
modifications or payment of a workout fee will increase the present value of    
receipts from or proceeds of Mortgage Loans that are in default or as to        

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which a payment default is imminent. Additionally, if so specified in the       
related Prospectus Supplement, certain of the Mortgage Loans included in the    
Mortgage Pool for a Series may have been subject to workouts or similar         
arrangements following periods of delinquency and default.                      

MORTGAGOR TYPE                                                                  

 Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than     
those of Mortgage Loans made to individuals. The mortgagor's sophistication and 
form of organization may increase the likelihood of protracted litigation or    
bankruptcy in default situations.                                               

ENHANCEMENT LIMITATIONS                                                         

  The Prospectus Supplement for a Series of Certificates will describe any
Enhancement in the related Trust Fund, which may include letters of credit,     
insurance policies, guarantees, reserve funds or other types of credit support, 
or combinations thereof. The use of Enhancement will be subject to the          
conditions and limitations described herein and in the related Prospectus       
Supplement. Moreover, such Enhancement may not cover all potential losses or    
risks. For example, Enhancement may or may not cover fraud or negligence by a   
mortgage loan originator or other parties.                                      

 A Series of Certificates may include one or more classes of Subordinate
Certificates, if so provided in the related Prospectus Supplement. Although     
subordination is intended to reduce the risk to holders of Senior Certificates  
of delinquent distributions or ultimate losses, the amount of subordination     
will be limited and may decline under certain circumstances. In addition, if    
principal payments on one or more classes of Certificates of a Series are made  
in a specified order of priority, any limits with respect to the aggregate      
amount of claims under any related Enhancement may be exhausted before the      
principal of the lower priority classes of Certificates of such Series has been 
repaid. As a result, the impact of significant losses and shortfalls on the     
Trust Funds may fall primarily upon those classes of Certificates having a      
lower priority of payment. Moreover, if a form of Enhancement covers more than  
one Series of Certificates (each, a "Covered Trust"), holders of Certificates   
evidencing an interest in a Covered Trust will be subject to the risk that such 
Enhancement will be exhausted by the claims of other Covered Trusts.            

    The amount of any applicable Enhancement supporting one or more classes of
Certificates, including the subordination of one or more classes of other       
Certificates, will be determined on the basis of criteria established by each   
Rating Agency rating such classes of Certificates based on an assumed level of  
defaults, delinquencies, other losses or other factors. There can, however, be  
no assurance that the loss experience on the related Mortgage Loans will not    
exceed such assumed levels.                                                     

Regardless of the form of Enhancement provided, the amount of coverage
will be limited in amount and in most cases will be subject to periodic         
reduction in accordance with a schedule or formula. The Master Servicer will    
generally be permitted to reduce, terminate or substitute all or a portion of   
the Enhancement for any Series of Certificates, if the applicable Rating Agency 
indicates that the then-current rating thereof will not be adversely affected.  
The rating of any Series of Certificates by any applicable Rating Agency may be 
lowered following the initial issuance thereof as a result of the downgrading   
of the obligations of any applicable Enhancement provider, or as a result of    
losses on the related Mortgage Loans substantially in excess of the levels      
contemplated by such Rating Agency at the time of its initial rating analysis.  
None of the Depositor, the Master Servicer or any of their affiliates will have 
any obligation to replace or supplement any Enhancement, or to take any other   
action to maintain any rating of any Series of Certificates.                    

ENFORCEABILITY                                                                  

  Mortgages may contain a due-on-sale clause, which in general permits the
lender to accelerate the maturity of the Mortgage Loan if the mortgagor sells,  
transfers or conveys the related Mortgaged Property or its interest in the      
Mortgaged Property. Mortgages may also include a debt-acceleration clause,      
which permits the lender to accelerate the debt upon a monetary or non-monetary 
default by the mortgagor. Such clauses are generally enforceable subject to     
certain exceptions. The courts of all states                                    

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will enforce clauses providing for acceleration in the event of a material      
payment default. The equity courts of any state, however, may refuse the        
foreclosure of a mortgage or deed of trust when an acceleration of the          
indebtedness would be inequitable or unjust or the circumstances would render   
the acceleration unconscionable.                                                

  If so specified in the related Prospectus Supplement, the Mortgage Loans
will be secured by an assignment of leases and rents pursuant to which the      
mortgagor typically assigns its right, title and interest as landlord under the 
leases on the related Mortgaged Property and the income derived therefrom to    
the lender as further security for the related Mortgage Loan, while retaining a 
license to collect rents for so long as there is no default. In the event the   
mortgagor defaults, the license terminates and the lender is entitled to        
collect rents. Such assignments are typically not perfected as security         
interests prior to actual possession of the cash flows. Some state laws may     
require that the lender take possession of the Mortgaged Property and obtain a  
judicial appointment of a receiver before becoming entitled to collect the      
rents. In addition, if bankruptcy or similar proceedings are commenced by or in 
respect of the mortgagor, the lender's ability to collect the rents may be      
adversely affected.                                                             

ENVIRONMENTAL RISKS                                                             

 Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under the laws of certain states, failure to       
perform a cleanup required for contamination of a property may give rise to a   
lien on the property to assure the costs of cleanup. In several states, such a  
lien has priority over the lien of an existing mortgage against such property.  
In addition, under the laws of some states and under the federal Comprehensive  
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") a     
lender may become liable, as an "owner" or "operator," for costs of addressing  
releases or threatened releases of hazardous substances that require remedy at  
a property, if agents or employees of the lender participated in the operations 
of the mortgagor, regardless of whether or not the environmental damage or      
threat was caused by a prior owner. A lender also risks such liability on       
foreclosure of the mortgage. Each Agreement will provide that the Master        
Servicer, acting on behalf of the Trust Fund, may not acquire title to a        
Mortgaged Property securing a Mortgage Loan or take over its operation unless   
such Master Servicer has previously determined, based upon a report prepared by 
a person who regularly conducts environmental audits, that: (i) the Mortgaged   
Property is in compliance with applicable environmental laws or, if not, that   
taking such actions as are necessary to bring the Mortgaged Property in         
compliance therewith is likely to produce a greater recovery on a present value 
basis, after taking into account any risks associated therewith, than not       
taking such actions and (ii) there are no circumstances present at the          
Mortgaged Property relating to the use, management or disposal of any hazardous 
substances for which investigation, testing, monitoring, containment, cleanup   
or remediation could be required under any federal, state or local law or       
regulation, or that, if any hazardous substances are present for which such     
action would be required, taking such actions with respect to the affected      
Mortgaged Property is reasonably likely to produce a greater recovery on a      
present value basis, after taking into account any risks associated therewith,  
than not taking such actions. Any additional restrictions on acquiring title to 
a Mortgaged Property may be set forth in the related Prospectus Supplement.     

DELINQUENT AND NON-PERFORMING MORTGAGE LOANS                                    

   If so provided in the related Prospectus Supplement, the Trust Fund for a
particular Series of Certificates may include Mortgage Loans that are past due  
or are non-performing. Unless otherwise described in the related Prospectus     
Supplement, the servicing of such Mortgage Loans as to which a specified number 
of payments are delinquent will be performed by the Special Servicer; however,  
the same entity may act as both Master Servicer and Special Servicer.           
Enhancement provided with respect to a particular Series of Certificates may    
not cover all losses related to such delinquent or nonperforming Mortgage       
Loans, and investors should consider the risk that the inclusion of such        
Mortgage Loans in the Trust Fund may adversely affect the rate of defaults and  
prepayments on the Mortgage Loans in such Trust Fund and the yield on the       
Certificates of such Series.                                                    

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ERISA CONSIDERATIONS                                                            

    Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of       
regulations which govern such plans, prospective investors that are subject to  
ERISA are urged to consult their own counsel regarding consequences under ERISA 
of acquisition, ownership and disposition of the Certificates of any Series.    

CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES              

Holders of Residual Certificates will be required to report on their  
federal income tax returns as ordinary income their pro rata share of the       
taxable income of the REMIC, regardless of the amount or timing of their        
receipt of cash payments, as described in "Certain Federal Income Tax           
Consequences." Accordingly, under certain circumstances, holders of             
Certificates that constitute Residual Certificates may have taxable income and  
tax liabilities arising from such investment during a taxable year in excess of 
the cash received during such period. Individual holders of Residual            
Certificates may be limited in their ability to deduct servicing fees and other 
expenses of the REMIC. In addition, Residual Certificates are subject to        
certain restrictions on transfer. Because of the special tax treatment of       
Residual Certificates, the taxable income arising in a given year on a Residual 
Interest Certificate will not be equal to the taxable income associated with    
investment in a corporate bond or stripped instrument having similar cash flow  
characteristics and pre-tax yield. Therefore, the after-tax yield on the        
Residual Interest Certificate may be significantly less than that of a          
corporate bond or stripped instrument having similar cash flow characteristics, 
or may be negative. A Residual Interest Certificate acquired after January 3,   
1995 cannot be marked-to-market.                                                

CONTROL                                                                         

  Under certain circumstances, the consent or approval of the holders of a
specified percentage of the aggregate Certificate balance of all outstanding    
Certificates of a Series or a similar means of allocating decision-making under 
the related Agreement ("Voting Rights") will be required to direct, and will be 
sufficient to bind all Certificateholders of such Series to, certain actions,   
including directing the Special Servicer or the Master Servicer with respect to 
actions to be taken with respect to certain Mortgage Loans and REO Properties   
and amending the related Agreement in certain circumstances.                    

BOOK-ENTRY REGISTRATION                                                         

  If so provided in the related Prospectus Supplement, one or more classes
of the Certificates will be initially represented by one or more certificates   
registered in the name of Cede & Co., the nominee for The Depository Trust      
Company ("DTC"), and will not be registered in the names of the beneficial      
owners of such Certificates or their nominees. Because of this, unless and      
until definitive certificates are issued, such beneficial owners will not be    
recognized by the Trustee as "Certificateholders" (as that term is to be used   
in the related Agreement). Hence, until such time, such beneficial owners will  
be able to exercise the rights of Certificateholders only indirectly through    
DTC and its participating organizations.                                        

 THE DEPOSITOR

 The Depositor was incorporated in the State of Delaware on December 31,
1985, and is a wholly-owned subsidiary of Credit Suisse First Boston Management 
Corporation ("CSFBMC"). CSFBMC is a wholly-owned subsidiary of Credit Suisse    
First Boston, Inc. Credit Suisse First Boston Corporation, which may act as an  
underwriter in offerings made hereby, as described in "Plan of Distribution"    
below, is also a wholly-owned subsidiary of Credit Suisse First Boston, Inc.    
The principal executive offices of the Depositor are located at Eleven Madison  
Avenue, New York, N.Y. 10010. Its telephone number is (212) 325-2000.           

The Depositor was organized, among other things, for the purposes of  
establishing trusts, selling beneficial interests therein and acquiring and     
selling mortgage assets to such trusts. Neither the Depositor, its parent nor   
any of the Depositor's affiliates will insure or guarantee distributions on the 
Certificates of any Series.                                                     

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  The assets of the Trust Funds will be acquired by the Depositor directly
or through one or more affiliates.                                              

 USE OF PROCEEDS

    The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series offered hereby and by the related Prospectus Supplement 
to purchase the Mortgage Loans relating to such Series, to repay indebtedness   
which has been incurred to obtain funds to acquire Mortgage Loans, to establish 
the Reserve Funds, if any, for the Series, to obtain other Enhancement, if any, 
for the Series and to pay costs of structuring and issuing the Certificates. If 
so specified in the related Prospectus Supplement, Certificates may be          
exchanged by the Depositor for Mortgage Loans.                                  

DESCRIPTION OF THE CERTIFICATES*

  * Whenever in this Prospectus the terms "Certificates," "Trust Fund" and
"Mortgage Pool" are used, such terms will be deemed to apply, unless the        
context indicates otherwise, to a specific Series of Certificates, the Trust    
Fund underlying the related Series and the related Mortgage Pool.               

The Certificates of each Series will be issued pursuant to a separate 
Pooling and Servicing Agreement (the "Agreement") to be entered into among the  
Depositor, the Master Servicer and the Trustee for that Series and any other    
parties described in the applicable Prospectus Supplement, substantially in the 
form filed as an exhibit to the Registration Statement of which this Prospectus 
is a part or in such other form as may be described in the applicable           
Prospectus Supplement. The following summaries describe certain provisions      
expected to be common to each Series and the Agreement with respect to the      
underlying Trust Fund. However, the Prospectus Supplement for each Series will  
describe more fully the Certificates and the provisions of the related          
Agreement, which may be different from the summaries set forth below.           

At the time of issuance, the Certificates of each Series will be rated
"investment grade," typically one of the four highest generic rating            
categories, by at least one nationally recognized statistical rating            
organization. Each of such rating organizations specified in the applicable     
Prospectus Supplement as rating the Certificates of the related Series is       
hereinafter referred to as a "Rating Agency." A security rating is not a        
recommendation to buy, sell or hold securities and may be subject to revision   
or withdrawal at any time by the assigning Rating Agency.                       

GENERAL                                                                         

    The Certificates of each Series will be issued in registered or book-entry
form and will represent beneficial ownership interests in the trust fund (the   
"Trust Fund") created pursuant to the Agreement for such Series. The Trust Fund 
for each Series will comprise, to the extent provided in the Agreement: (i) the 
Mortgage Pool, consisting primarily of the Mortgage Loans conveyed to the       
Trustee pursuant to the Agreement; (ii) all payments on or collections in       
respect of the Mortgage Loans; (iii) all property acquired by foreclosure or    
deed in lieu of foreclosure with respect to the Mortgage Loans; and (iv) such   
other assets or rights as are described in the related Prospectus Supplement.   
In addition, the Trust Fund for a Series may include private mortgage           
pass-through certificates, certificates issued or guaranteed by the Federal     
Home Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage         
Association ("FNMA") or the Governmental National Mortgage Association ("GNMA") 
or mortgage pass-through certificates previously created by the Depositor, as   
well as various forms of Enhancement, such as, but not limited to, insurance    
policies on the Mortgage Loans, letters of credit, certificate guarantee        
insurance policies, the right to make draws upon one or more Reserve Funds or   
other arrangements acceptable to each Rating Agency rating the Certificates.    
See "Enhancement." Such other assets will be described more fully in the        
related Prospectus Supplement.                                                  

    If so specified in the applicable Prospectus Supplement, Certificates of a
given Series may be issued in several Classes which may pay interest at         
different rates, may represent different allocations of the right to receive    
principal and interest payments, and certain of which may be subordinated to    
other Classes in the event of shortfalls in available cash flow from the        
underlying Mortgage Loans. Alternatively, or in addition, Classes may be        
"time-tranched" and, therefore, structured to receive principal payments in     

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sequence. Each Class in a group of "time-tranched" Classes would be entitled to 
be paid in full before the next Class in the group is entitled to receive any   
principal payments. A Class of Certificates may also provide for payments of    
principal only or interest only or for disproportionate payments of principal   
and interest. Subordinate Certificates of a given Series of Certificates may be 
offered in the same Prospectus Supplement as the Senior Certificates of such    
Series or may be offered in a separate Prospectus Supplement. Each Class of     
Certificates of a Series will be issued in the minimum denominations specified  
in the related Prospectus Supplement.                                           

   The Prospectus Supplement for any Series including Classes similar to any
of those described above will contain a complete description of their           
characteristics and risk factors, including, as applicable, (i) mortgage        
principal prepayment effects on the weighted average lives of Classes, (ii) the 
risk that interest only, or disproportionately interest weighted, Classes       
purchased at a premium may not return their purchase prices under rapid         
prepayment scenarios and (iii) the degree to which an investor's yield is       
sensitive to principal prepayments.                                             

The Certificates of each Series will be freely transferable and       
exchangeable at the office specified in the related Agreement and Prospectus    
Supplement, provided, however, that certain Classes of Certificates may be      
subject to transfer restrictions described in the related Prospectus            
Supplement. If specified in the related Prospectus Supplement, the Certificates 
may be transferable only on the books of The Depository Trust Company or        
another depository identified in such Prospectus Supplement.                    

DISTRIBUTIONS ON CERTIFICATES                                                   

    Distributions of principal and interest on the Certificates of each Series
will be made to the registered holders thereof ("Certificateholders" or         
"Holders") by the Trustee (or such other paying agent as may be identified in   
the related Prospectus Supplement) on the day (the "Distribution Date")         
specified in the related Prospectus Supplement, beginning in the period         
specified in the related Prospectus Supplement following the establishment of   
the related Trust Fund. Distributions for each Series will be made by check     
mailed to the address of the person entitled thereto as it appears on the       
certificate register for such Series maintained by the Trustee, by wire         
transfer or by such other method as is specified in the related Prospectus      
Supplement. Unless otherwise specified in the applicable Prospectus Supplement, 
the final distribution in retirement of the Certificates of each Series will be 
made only upon presentation and surrender of the Certificates at the office or  
agency specified in the notice to the Certificateholders of such final          
distribution. In addition, the Prospectus Supplement relating to each Series    
will set forth the applicable due period, prepayment period, record date,       
Cut-Off Date and determination date in respect of each Series of Certificates.  

    With respect to each Series of Certificates on each Distribution Date, the
Trustee (or such other paying agent as may be identified in the applicable      
Prospectus Supplement) will distribute to the Certificateholders the amounts    
described in the related Prospectus Supplement that are due to be paid on such  
Distribution Date. In general, such amounts will include previously             
undistributed payments of principal (including principal prepayments, if any)   
and interest on the Mortgage Loans received by the Trustee after a date         
specified in the related Prospectus Supplement (the "Cut-Off Date") and prior   
to the day preceding each Distribution Date specified in the related Prospectus 
Supplement.                                                                     

ACCOUNTS                                                                        

It is expected that the Agreement for each Series of Certificates will
provide that the Trustee establish an account (the "Distribution Account") into 
which the Master Servicer will deposit amounts held in the Collection Account   
from which account distributions will be made with respect to a given           
Distribution Date. On each Distribution Date, the Trustee will apply amounts on 
deposit in the Distribution Account generally to make distributions of interest 
and principal to the Certificateholders in the manner described in the related  
Prospectus Supplement.                                                          

It is also expected that the Agreement for each Series of Certificates
will provide that the Master Servicer establish and maintain a special trust    
account (the "Collection Account") in the name of the Trustee for the benefit   
of Certificateholders. Unless otherwise specified in the related Prospectus     

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Supplement, the Master Servicer will deposit into the Collection Account, as    
more fully described in the related Prospectus Supplement: (1) all payments on  
account of principal, including principal prepayments, on the Mortgage Loans;   
(2) all payments on account of interest on the Mortgage Loans and all           
Prepayment Premiums; (3) all proceeds from any insurance policy relating to a   
Mortgage Loan ("Insurance Proceeds") other than proceeds applied to restoration 
of the related Mortgaged Property; (4) all proceeds from the liquidation of a   
Mortgage Loan ("Liquidation Proceeds"), including the sale of any Mortgaged     
Property acquired on behalf of the Trust Fund through foreclosure or deed in    
lieu of foreclosure ("REO Property"); (5) all proceeds received in connection   
with the taking of a Mortgaged Property by eminent domain; (6) any amounts      
required to be deposited by the Master Servicer to cover net losses on          
Permitted Investments made with funds held in the Collection Account; (7) any   
amounts required to be deposited in connection with the application of          
co-insurance clauses, flood damage to REO Properties and blanket policy         
deductibles; (8) any amounts required to be deposited from income with respect  
to any REO Property; and (9) any amounts received from Borrowers which          
represent recoveries of Property Protection Expenses. "Prepayment Premium"      
means any premium paid or payable by the related Borrower in connection with    
any principal prepayment on any Mortgage Loan. "Property Protection Expenses"   
comprise certain costs and expenses incurred in connection with defaulted       
Mortgage Loans, acquiring title or management of REO Property or the sale of    
defaulted Mortgage Loans or REO Properties, as more fully described in the      
related Agreement. As set forth in the Agreement for each Series, the Master    
Servicer will be entitled to make certain withdrawals from the Collection       
Account to, among other things: (i) remit certain amounts for the related       
Distribution Date into the Distribution Account; (ii) reimburse Property        
Protection Expenses and pay taxes, assessments and insurance premiums and       
certain third-party expenses in accordance with the Agreement; (iii) pay        
accrued and unpaid servicing fees to the Master Servicer out of all Mortgage    
Loan collections; and (iv) reimburse the Master Servicer, the Trustee and the   
Depositor for certain expenses and provide indemnification to the Depositor and 
the Master Servicer as described in the Agreement.                              

   The amount at any time credited to the Collection Account may be invested
in Permitted Investments that are payable on demand or in general mature or are 
subject to withdrawal or redemption on or before the business day preceding the 
next succeeding Master Servicer Remittance Date. The Master Servicer will be    
required to remit amounts required for distribution to Certificateholders to    
the Distribution Account on the business day preceding the related Distribution 
Date (the "Master Servicer Remittance Date"). The income from the investment of 
funds in the Collection Account in Permitted Investments will constitute        
additional servicing compensation for the Master Servicer, and the risk of loss 
of funds in the Collection Account resulting from such investments will be      
borne by the Master Servicer. The amount of each such loss will be required to  
be deposited by the Master Servicer in the Collection Account immediately as    
realized.                                                                       

It is expected that the Agreement for each Series of Certificates will
provide that a special trust account (the "REO Account") will be established    
and maintained in order to be used in connection with REO Properties and, if    
specified in the related Prospectus Supplement, certain other Mortgaged         
Properties. To the extent set forth in the Agreement, certain withdrawals from  
the REO Account will be made to, among other things, (i) make remittances to    
the Collection Account as required by the Agreement, (ii) pay taxes,            
assessments, insurance premiums, other amounts necessary for the proper         
operation, management and maintenance of the REO Properties and such Mortgaged  
Properties and certain third-party expenses in accordance with the Agreement    
and (iii) provide for the reimbursement of certain expenses in respect of the   
REO Properties and such Mortgaged Properties.                                   

  The amount at any time credited to the REO Account will be fully insured
to the maximum coverage possible or will be invested in Permitted Investments   
(as defined herein) that mature, or are subject to withdrawal or redemption, on 
or before the business day on which such amounts are required to be remitted to 
the Master Servicer for deposit in the Collection Account. The income from the  
investment of funds in the REO Account in Permitted Investments shall be        
deposited in the REO Account for remittance to the Collection Account, and the  
risk of loss of funds in the REO Account resulting from such investments will   
be borne by the Trust Fund.                                                     

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Unless otherwise specified in the applicable Prospectus Supplement,   
"Permitted Investments" will consist of one or more of the following:           

(i)        direct obligations of, or guarantees as to timely payment of   
         principal and interest by, the United States or any agency or
             instrumentality thereof provided that such obligations are backed
         by the full faith and credit of the United States of America;

(ii)       direct obligations of, or guarantees as to timely payment of   
          principal and interest by, the FHLMC, FNMA or the Federal Farm
            Credit System, provided that any such obligation, at the time of
           purchase of such obligation or contractual commitment providing
           for the purchase thereof, is qualified by each Rating Agency as
    an investment of funds backing securities having ratings
            equivalent to each Rating Agency's highest initial rating of the
Certificates;                                       

(iii)      demand and time deposits in or certificates of deposit of, or  
      bankers' acceptances issued by, any bank or trust company,
           savings and loan association or savings bank, provided that, in
             the case of obligations that are not fully FDIC-insured deposits,
            the commercial paper and/or long-term unsecured debt obligations
           of such depository institution or trust company (or in the case
        of the principal depository institution in a holding company
    system, the commercial paper or long-term unsecured debt
        obligations of such holding company) have the highest rating
            available for such securities by each Rating Agency (in the case
        of commercial paper) or have received one of the two highest
           ratings available for such securities by each Rating Agency (in
            the case of long-term unsecured debt obligations), or such lower
           rating as will not result in the downgrade or withdrawal of the
             rating or ratings then assigned to the Certificates by any Rating
Agency;                                             

 (iv)       general obligations of or obligations guaranteed by any state of
          the United States or the District of Columbia receiving one of
     the two highest long-term debt ratings available for such
          securities by each Rating Agency, or such lower rating as will
        not result in the downgrading or withdrawal of the rating or
        ratings then assigned to the Certificates by any such Rating
Agency;                                             

(v)        commercial or finance company paper (including both            
          non-interest-bearing discount obligations and interest-bearing
         obligations payable on demand or on a specified date not more
           than one year after the date of issuance thereof) that is rated
            by each Rating Agency in its highest short-term unsecured rating
             category at the time of such investment or contractual commitment
             providing for such investment, and is issued by a corporation the
           outstanding senior long-term debt obligations of which are then
           rated by each Rating Agency in one of its two highest long-term
         unsecured rating categories, or such lower rating as will not
            result in the downgrading or withdrawal of the rating or ratings
   then assigned to the Certificates by any Rating Agency;

 (vi)       guaranteed reinvestment agreements issued by any bank, insurance
        company or other corporation rated in one of the two highest
          ratings available to such issuers by each Rating Agency at the
            time of such investment provided that any such agreement must by
            its terms provide that it is terminable by the purchaser without
          penalty in the event any such rating is at any time lower than
        such level; (vii) repurchase obligations with respect to any
            security described in clause (i) or (ii) above entered into with
           a depository institution or trust company (acting as principal)
  meeting the ratings standard described in (iii) above;

(vii)      securities bearing interest or sold at a discount issued by any
           corporation incorporated under the laws of the United States or
           any state thereof and rated by each Rating Agency in one of its
            two highest long-term unsecured rating categories at the time of
         such investment or contractual commitment providing therefor;
             provided, however, that securities issued by any such corporation
           will not be Permitted Investments to the extent that investment
        therein would cause the then outstanding principal amount of
         securities issued by such corporation and held as part of the
           Collection Account or the Distribution Account to exceed 20% of
            the aggregate principal amount of all Permitted Investments held
   in the Collection Account and the Distribution Account;

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(viii)     units of taxable money market funds which funds are regulated  
             investment companies, seek to maintain a constant net asset value
         per share and invest solely in obligations backed by the full
           faith and credit of the United States, and have been designated
          in writing by each Rating Agency as Permitted Investments with
respect to this definition;                         

(ix)       if previously confirmed in writing to the Trustee, any other   
          demand, money market or time deposit, or any other obligation,
       security or investment, as may be acceptable to each Rating
      Agency as an investment of funds backing securities having
             ratings equivalent to each Rating Agency's highest initial rating
of the Certificates; and                            

(x)        such other obligations as are acceptable as Permitted          
Investments to each Rating Agency;                  

provided, however, that (a) such instrument or security shall qualify as a      
"cash flow investment" pursuant to the Internal Revenue Code of 1986, as        
amended (the "Code") and (b) no instrument or security shall be a Permitted     
Investment if (i) such instrument or security evidences a right to receive only 
interest payments or (ii) the stated interest rate on such investment is in     
excess of 120% of the yield to maturity produced by the price at which such     
investment was purchased.                                                       

AMENDMENT                                                                       

  The Agreement for each Series will provide that it may be amended by the
parties thereto without the consent of any of the Certificateholders to cure    
any ambiguity, to correct or supplement any provision therein that may be       
inconsistent with any other provision therein, to maintain the rating or        
ratings assigned to the Certificates by a Rating Agency or to make other        
provisions with respect to matters or questions arising under the Agreement     
which are not inconsistent with the provisions of the Agreement, provided that  
such action will not, as evidenced by an opinion of counsel acceptable to the   
Depositor and the Trustee, adversely affect in any material respect the         
interests of any Certificateholder.                                             

Each Agreement will also provide that it may be amended by the parties
thereto with the consent of the Holders of Certificates representing an         
aggregate outstanding principal amount of not less than a percentage specified  
in the related Agreement of each Class of Certificates affected by the proposed 
amendment for the purpose of adding any provisions to or changing in any manner 
or eliminating any of the provisions of the Agreement or modifying in any       
manner the rights of Certificateholders; provided, however, that no such        
amendment may (i) reduce in any manner the amount of, or delay the timing of,   
payments received on Mortgage Loans which are required to be distributed on any 
Certificate without the consent of each affected Certificateholder, (ii) reduce 
the aforesaid percentage of Certificates the Holders of which are required to   
consent to any such amendment, without the consent of the Holders of all        
Certificates then outstanding, or (iii) alter the servicing standard set forth  
in the Agreement. Further, the Agreement for each Series may provide that the   
parties thereto, at any time and from time to time, without the consent of the  
Certificateholders, may amend the Agreement to modify, eliminate or add to any  
of its provisions to such extent as shall be necessary to maintain the          
qualification of the REMIC Pool as a REMIC at all times that any of the         
Certificates are outstanding; provided, however, that such action, as evidenced 
by an opinion of counsel acceptable to the Trustee, is necessary or helpful to  
maintain such qualification, and would not adversely affect in any material     
respect the interest of any Certificateholder. The Agreement relating to each   
Series may provide that no amendment to such Agreement will be made unless      
there has been delivered in accordance with such Agreement an opinion of        
counsel to the effect that such amendment will not cause such Series to fail to 
qualify as a REMIC at any time that any of the Certificates are outstanding.    

The Prospectus Supplement for a Series may describe other or different
provisions concerning the amendment of the related Agreement.                   

TERMINATION; REPURCHASE OF MORTGAGE LOANS                                       

The obligations of the parties to the Agreement for each Series will  
terminate upon: (i) the purchase of all of the assets of the related Trust      
Fund, as described in the related Prospectus Supplement; (ii) the later of (a)  
the distribution to Certificateholders of that Series of final payment with     
respect to the last                                                             

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outstanding Mortgage Loan or (b) the disposition of all property acquired upon  
foreclosure or deed in lieu of foreclosure with respect to the last outstanding 
Mortgage Loan and the remittance to the Certificateholders of all funds due     
under the Agreement; (iii) the sale of the assets of the related Trust Fund     
after the principal amounts of all Certificates have been reduced to zero under 
circumstances set forth in the Agreement; or (iv) mutual consent of the parties 
and all Certificateholders. With respect to each Series, the Trustee will give  
or cause to be given written notice of termination of the Agreement to each     
Certificateholder and, unless otherwise specified in the applicable Prospectus  
Supplement, the final distribution under the Agreement will be made only upon   
surrender and cancellation of the related Certificates at an office or agency   
specified in the notice of termination.                                         

REPORTS TO CERTIFICATEHOLDERS                                                   

   Concurrently with each distribution for each Series, the Trustee (or such
other paying agent as may be identified in the applicable Prospectus            
Supplement) will forward to each Certificateholder a statement setting forth    
such information relating to such distribution as is specified in the Agreement 
and described in the applicable Prospectus Supplement.                          

THE TRUSTEE                                                                     

  The Depositor will select a bank or trust company to act as trustee (the
"Trustee") under the Agreement for each Series and the Trustee will be          
identified, and its obligations under that Agreement will be described, in the  
applicable Prospectus Supplement.                                               

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THE MORTGAGE POOLS  

GENERAL                                                                         

Each Mortgage Pool will consist of mortgage loans secured by first or 
junior mortgages, deeds of trust or similar security instruments ("Mortgages")  
on, or installment contracts ("Installment Contracts") for the sale of, fee     
simple or leasehold interests in commercial real estate property, multifamily   
residential property, cooperatively owned multifamily properties and/or mixed   
residential/commercial property and related property and interests (each such   
interest or property, as the case may be, a "Mortgaged Property") located,      
unless otherwise specified in the related Prospectus Supplement, in any of the  
fifty states, the District of Columbia or the Commonwealth of Puerto Rico. A    
Mortgage Pool may also include any or all of the participation interests in     
such types of mortgage loans, private mortgage pass-through certificates,       
certificates issued or guaranteed by FHLMC, FNMA or GNMA and mortgage           
pass-through certificates previously created by the Depositor ("MBS"). Each     
such mortgage loan, Installment Contract, participation interest or MBS is      
herein referred to as a "Mortgage Loan."                                        

All Mortgage Loans will be of one or more of the following types:     

1. mortgage loans with fixed interest rates;                          

2. mortgage loans with adjustable interest rates;                     

3. mortgage loans whose principal balances fully amortize over their  
remaining terms to maturity;                                                    

4. mortgage loans whose principal balances do not fully amortize but  
instead provide for a substantial principal payment at the stated maturity of   
the loan;                                                                       

5. mortgage loans that provide for recourse against only the Mortgaged
Properties;                                                                     

 6. mortgage loans that provide for recourse against the other assets of
the related Borrowers (as defined below); and                                   

7. any other types of mortgage loans described in the applicable      
Prospectus Supplement.                                                          

Certain Mortgage Loans ("Simple Interest Loans") may provide that     
scheduled interest and principal payments thereon are applied first to interest 
accrued from the last date to which interest has been paid to the date such     
payment is received and the balance thereof is applied to principal, and other  
Mortgage Loans may provide for payment of interest in advance rather than in    
arrears.                                                                        

 Mortgage Loans may also be secured by one or more assignments of leases
and rents, management agreements or operating agreements relating to the        
Mortgaged Property and in some cases by certain letters of credit, personal     
guarantees or both. Pursuant to an assignment of leases and rents, the obligor  
(the "Borrower") on the related promissory note (the "Note") assigns its right, 
title and interest as landlord under each lease and the income derived          
therefrom to the related lender, while retaining a license to collect the rents 
for so long as there is no default. If the Borrower defaults, the license       
terminates and the related lender is entitled to collect the rents from tenants 
to be applied to the monetary obligations of the Borrower. State law may limit  
or restrict the enforcement of the assignment of leases and rents by a lender   
until the lender takes possession of the related Mortgaged Property and a       
receiver is appointed. See "Certain Legal Aspects of the Mortgage Loans--Leases 
and Rents."                                                                     

    A Trust Fund may consist of a single Mortgage Loan or a number of Mortgage
Loans with a single obligor or related obligors thereunder, or multiple         
Mortgage Loans with multiple unrelated obligors thereunder, as specified in the 
related Prospectus Supplement. The Mortgage Loans will be newly originated or   
seasoned, and will be acquired by the Depositor either directly or through one  
or more affiliates.                                                             

   Unless otherwise specified in the Prospectus Supplement for a Series, the
Mortgage Loans will not be insured or guaranteed by the United States, any      
governmental agency, any private mortgage insurer or any other person or        
entity.                                                                         

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The Prospectus Supplement relating to each Series will specify the    
originator or originators relating to the Mortgage Loans, which may include,    
among others, commercial banks, savings and loan associations, other financial  
institutions, insurance companies or real estate developers, and the            
underwriting criteria to the extent available in connection with originating    
the Mortgage Loans. The criteria applied by the Depositor in selecting the      
Mortgage Loans to be included in a Mortgage Pool will vary from Series to       
Series. The Prospectus Supplement relating to each Series also will provide     
specific information regarding the characteristics of the Mortgage Loans, as of 
the Cut-Off Date, including, among other things: (i) the aggregate principal    
balance of the Mortgage Loans; (ii) the types of properties securing the        
Mortgage Loans and the aggregate principal balance of the Mortgage Loans        
secured by each type of property; (iii) the interest rate or range of interest  
rates of the Mortgage Loans; (iv) the origination dates and the original and,   
with respect to seasoned Mortgage Loans, remaining terms to stated maturity of  
the Mortgage Loans; (v) the loan-to-value ratios at origination and, with       
respect to seasoned Mortgage Loans, current loan balance-to-original value      
ratios of the Mortgage Loans; (vi) the geographic distribution of the Mortgaged 
Properties underlying the Mortgage Loans; (vii) the minimum interest rates,     
margins, adjustment caps, adjustment frequencies, indices and other similar     
information applicable to adjustable rate Mortgage Loans; (viii) the debt       
service coverage ratios relating to the Mortgage Loans; and (ix) payment        
delinquencies, if any, relating to the Mortgage Loans. The applicable           
Prospectus Supplement will also specify any inadequate, incomplete or obsolete  
documentation relating to the Mortgage Loans and other characteristics of the   
Mortgage Loans relating to each Series. If specified in the applicable          
Prospectus Supplement, the Depositor may segregate the Mortgage Loans in a      
Mortgage Pool into separate "Mortgage Loan Groups" (as described in the related 
Prospectus Supplement) as part of the structure of the payments of principal    
and interest on the Certificates of a Series. In such case, the Depositor will  
disclose the above-specified information by Mortgage Loan Group.                

    The Depositor will file a current report on Form 8-K (the "Form 8-K") with
the Securities and Exchange Commission within 15 days after the initial         
issuance of each Series of Certificates (each, a "Closing Date"), as specified  
in the related Prospectus Supplement, which will set forth information with     
respect to the Mortgage Loans included in the Trust Fund for a Series as of the 
related Closing Date. The Form 8-K will be available to the Certificateholders  
of the related Series promptly after its filing.                                

ASSIGNMENT OF MORTGAGE LOANS                                                    

   At the time of issuance of the Certificates of each Series, the Depositor
will cause the Mortgage Loans to be assigned to the Trustee, together with, as  
more fully specified in the related Prospectus Supplement, all principal and    
interest due on or with respect to such Mortgage Loans, other than principal and
interest due on or before the Cut-Off Date and principal prepayments received on
or before the Cut-Off Date. The Trustee, concurrently with such assignment, will
execute and deliver Certificates evidencing the beneficial ownership interests  
in the related Trust Fund to the Depositor in exchange for the Mortgage Loans.  
Each Mortgage Loan will be identified in a schedule appearing as an exhibit to  
the Agreement for the related Series (the "Mortgage Loan Schedule"). The        
Mortgage Loan Schedule will include, among other things, as to each Mortgage    
Loan, information as to its outstanding principal balance as of the close of    
business on the Cut-Off Date, as well as information respecting the interest    
rate, the scheduled monthly (or other periodic) payment of principal and        
interest as of the Cut-Off Date and the maturity date of each Note.             

 In addition, except to the extent otherwise specified in the applicable
Prospectus Supplement, the Depositor will, as to each Mortgage Loan, deliver to 
the Trustee: (i) the Note, endorsed to the order of the Trustee without         
recourse; (ii) the Mortgage and an executed assignment thereof in favor of the  
Trustee or otherwise as required by the Agreement; (iii) any assumption,        
modification or substitution agreements relating to the Mortgage Loan; (iv) a   
lender's title insurance policy (or owner's policy in the case of an Installment
Contract), together with its endorsements, or an attorney's opinion of title    
issued as of the date of origination of the Mortgage Loan; (v) if the assignment
of leases, rents and profits is separate from the Mortgage, an executed         
re-assignment of assignment of leases, rents and profits to the Trustee; and    
(vi) such other documents as may be described in the Agreement (such documents  
collectively, the "Mortgage Loan File"). Unless otherwise expressly permitted by
the Agreement, all documents included in the Mortgage Loan File are to be       
original executed documents; provided, however,                                 

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that in instances where the original recorded Mortgage, Mortgage assignment or  
any document necessary to assign the Depositor's interest in Installment        
Contracts to the Trustee, as described in the Agreement, has been retained by   
the applicable jurisdiction or has not yet been returned from recordation, the  
Depositor may deliver a photocopy thereof certified to be the true and complete 
copy of the original thereof submitted for recording.                           

The Trustee will hold the Mortgage Loan File for each Mortgage Loan in
trust for the benefit of all Certificateholders. Pursuant to the Agreement, the 
Trustee is obligated to review the Mortgage Loan File for each Mortgage Loan    
within a specified number of days after the execution and delivery of the       
Agreement. Unless otherwise specified in the related Prospectus Supplement, if  
any document in the Mortgage Loan File is found to be defective in any material 
respect, the Trustee will promptly notify the Depositor and the Master Servicer.
Unless otherwise specified in the related Prospectus Supplement, if the Master  
Servicer or other entity cannot cure such defect within the time period         
specified in such Prospectus Supplement, the Master Servicer or such other      
entity will be obligated to either substitute the affected Mortgage Loan for a  
Substitute Mortgage Loan or Loans, or to repurchase the related Mortgage Loan   
from the Trustee within the time period specified in such Prospectus Supplement 
at a price equal to the principal balance thereof as of the date of purchase or,
in the case of a Series as to which an election has been made to treat the      
related Trust Fund as a REMIC, at such other price as may be necessary to avoid 
a tax on a prohibited transaction, as described in Section 860F(a) of the Code, 
in each case together with accrued interest at the applicable Pass-Through Rate 
to the first day of the month following such repurchase, plus the amount of any 
unreimbursed advances made by the Master Servicer in respect of such Mortgage   
Loan. Unless otherwise specified in the applicable Prospectus Supplement, this  
purchase obligation constitutes the sole remedy available to the Holders of     
Certificates or the Trustee for a material defect in a constituent document.    

MORTGAGE UNDERWRITING STANDARDS AND PROCEDURES                                  

    The underwriting procedures and standards for Mortgage Loans included in a
Mortgage Pool will be specified in the related Prospectus Supplement to the     
extent such procedures and standards are known or available. Such Mortgage Loans
may be originated in contemplation of the transactions contemplated by this     
Prospectus and the related Prospectus Supplement or may have been originated by 
third-parties and acquired by the Depositor directly or through its affiliates  
in negotiated transactions.                                                     

  Except as otherwise set forth in the related Prospectus Supplement for a
Series, the originator of a Mortgage Loan will have applied underwriting        
procedures intended to evaluate, among other things, the income derived from the
Mortgaged Property, the capabilities of the management of the project, including
a review of management's past performance record, its management reporting and  
control procedures (to determine its ability to recognize and respond to        
problems) and its accounting procedures (to determine cash management ability,  
the obligor's credit standing and repayment ability and the value and adequacy  
of the Mortgaged Property as collateral). Mortgage Loans insured by the Federal 
Housing Administration ("FHA"), a division of the United States Department of   
Housing and Urban Development ("HUD"), will have been originated by mortgage    
lenders which are approved by HUD as an FHA mortgagee in the ordinary course of 
their real estate lending activities and will comply with the underwriting      
policies of FHA.                                                                

 If so specified in the related Prospectus Supplement, the adequacy of a
Mortgaged Property as security for repayment will generally have been determined
by appraisal by appraisers selected in accordance with preestablished guidelines
established by or acceptable to the loan originator for appraisers. If so       
specified in the related Prospectus Supplement, the appraiser must have         
personally inspected the property and verified that it was in good condition and
that construction, if new, has been completed. Unless otherwise stated in the   
applicable Prospectus Supplement, the appraisal will have been based upon a cash
flow analysis and/or a market data analysis of recent sales of comparable       
properties and, when deemed applicable, a replacement cost analysis based on the
current cost of constructing or purchasing a similar property.                  

No assurance can be given that values of the Mortgaged Properties have
remained or will remain at their levels on the dates of origination of the      
related Mortgage Loans. Further, there is no assurance that                     

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appreciation of real estate values generally will limit loss experiences on     
commercial properties or multifamily residential properties. If the commercial  
real estate market should experience an overall decline in property values such 
that the outstanding balances of the Mortgage Loans and any additional          
financing on the Mortgaged Properties in a particular Mortgage Pool become      
equal to or greater than the value of the Mortgaged Properties, the actual      
rates of delinquencies, foreclosures and losses could be higher than those now  
generally experienced in the mortgage lending industry. To the extent that such 
losses are not covered by the methods of Enhancement or the insurance policies  
described herein, the ability of the Depositor to pay principal of and interest 
on the Certificates may be adversely affected. Even where credit support covers 
all losses resulting from defaults and foreclosure, the effect of defaults and  
foreclosures may be to increase prepayment experience on the Mortgage Loans,    
thus shortening weighted average life and affecting yield to maturity.          

REPRESENTATIONS AND WARRANTIES                                                  

     Unless otherwise specified in the related Prospectus Supplement, the seller
(the "Unaffiliated Seller") of a Mortgage Loan to the Depositor or any of its   
affiliates (or the Master Servicer, if the Unaffiliated Seller is also the      
Master Servicer under the Agreement) will have made representations and         
warranties in respect of the Mortgage Loans sold by such Unaffiliated Seller (or
the Master Servicer) to the Depositor or its affiliates. Such representations   
and warranties will generally include, among other things: (i) with respect to  
each Mortgaged Property, that title insurance (or in the case of Mortgaged      
Properties located in areas where such policies are generally not available, an 
attorney's opinion of title) and any required hazard insurance was effective at 
the origination of each Mortgage Loan, and that each policy (or opinion of      
title) remained in effect on the date of purchase of the Mortgage Loan from the 
Unaffiliated Seller; (ii) that the Unaffiliated Seller had good and marketable  
title to each such Mortgage Loan; (iii) with respect to each Mortgaged Property,
that each mortgage constituted a valid first lien on the Mortgaged Property     
(subject only to permissible title insurance exceptions), unless otherwise      
specified in the related Prospectus Supplement; (iv) that there were no         
delinquent tax or assessment liens against the Mortgaged Property; and (v) that 
each Mortgage Loan was current as to all required payments (unless otherwise    
specified in the related Prospectus Supplement).                                

All of the representations and warranties of an Unaffiliated Seller in
respect of a Mortgage Loan will have been made as of the date on which such     
Unaffiliated Seller sold the Mortgage Loan to the Depositor or its affiliate. A 
substantial period of time may have elapsed between such date and the date of   
the initial issuance of the Series of Certificates evidencing an interest in    
such Mortgage Loan. Since the representations and warranties of an Unaffiliated 
Seller do not address events that may occur following the sale of a Mortgage    
Loan by an Unaffiliated Seller, the repurchase obligation of the Unaffiliated   
Seller described below will not arise if, on or after the date of the sale of a 
Mortgage Loan by the Unaffiliated Seller to the Depositor or its affiliates, the
relevant event occurs that would have given rise to such an obligation. However,
the Depositor will not include any Mortgage Loan in the Trust Fund for any      
Series of Certificates if anything has come to the Depositor's attention that   
would cause it to believe that the representations and warranties of an         
Unaffiliated Seller will not be accurate and complete in all material respects  
in respect of such Mortgage Loan as of the related Cut-Off Date. If so specified
in the related Prospectus Supplement, the Depositor will make certain           
representations and warranties for the benefit of Holders of Certificates of a  
Series in respect of a Mortgage Loan that relate to the period commencing on the
date of sale of such Mortgage Loan to the Depositor or its affiliates.          

Unless otherwise set forth or specified in the related Prospectus     
Supplement, upon the discovery of the breach of any representation or warranty  
made by an Unaffiliated Seller in respect of a Mortgage Loan that materially and
adversely affects the interests of the Certificateholders of the related Series,
such Unaffiliated Seller or, if so specified in the related Prospectus          
Supplement, the Master Servicer will be obligated to repurchase such Mortgage   
Loan at a purchase price equal to 100% of the unpaid principal balance thereof  
at the date of repurchase or, in the case of a Series of Certificates as to     
which the Depositor has elected to treat the related Trust Fund as a REMIC, as  
defined in the Code, at such other price as may be necessary to avoid a tax on a
prohibited transaction, as described in Section 860F(a) of the Code, in each    
case together with accrued interest at the Pass-Through Rate for the related    
Mortgage Pool, to the first day of the month following such repurchase and the  
amount of any unreimbursed                                                      

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advances made by the Master Servicer in respect of such Mortgage Loan. The      
Master Servicer will be required to enforce such obligation of the Unaffiliated 
Seller for the benefit of the Trustee and the Certificateholders, following the 
practices it would employ in its good faith business judgment were it the owner 
of such Mortgage Loan. Unless otherwise specified in the applicable Prospectus  
Supplement and subject to the ability of the Unaffiliated Seller or the Master  
Servicer to deliver Substitute Mortgage Loans for certain Mortgage Loans as     
described below, this repurchase obligation constitutes the sole remedy         
available to the Certificateholders of such Series for a breach of a            
representation or warranty by an Unaffiliated Seller.                           

 Any obligation of the Master Servicer to purchase a Mortgage Loan if an
Unaffiliated Seller defaults on its obligation to do so is subject to           
limitations, and no assurance can be given that an Unaffiliated Seller will     
carry out its repurchase obligation with respect to the Mortgage Loans.         

    The Depositor will make representations and warranties with respect to the
Mortgage Loans in a Mortgage Pool, as specified in the related Prospectus       
Supplement. Upon a breach of any representation or warranty by the Depositor    
that materially and adversely affects the interests of the Certificateholders,  
the Depositor will be obligated either to cure the breach in all material       
respects or to purchase the related Mortgage Loan at the purchase price set     
forth above. Unless otherwise specified in the applicable Prospectus Supplement 
and subject to the ability of the Depositor to deliver Substitute Mortgage Loans
for certain Mortgage Loans as described below, this repurchase obligation       
constitutes the sole remedy available to the Certificateholders or the Trustee  
for a breach of representation or warranty by the Depositor.                    

The proceeds of any repurchase of a Mortgage Loan will be deposited,  
subject to certain limitations set forth in the related Agreement, into the     
Collection Account.                                                             

   Within the period of time specified in the related Prospectus Supplement,
following the date of issuance of a Series of Certificates, the Depositor, the  
Master Servicer or the Unaffiliated Seller, as the case may be, may deliver to  
the Trustee Mortgage Loans ("Substitute Mortgage Loans") in substitution for any
one or more of the Mortgage Loans ("Deleted Mortgage Loans") initially included 
in the Trust Fund but which do not conform in one or more respects to the       
description thereof contained in the related Prospectus Supplement, as to which 
a breach of a representation or warranty is discovered, which breach materially 
and adversely affects the interests of the Certificateholders, or as to which a 
document in the related Mortgage Loan File is defective in any material respect.
Unless otherwise specified in the related Prospectus Supplement, the required   
characteristics of any Substitute Mortgage Loan will generally include, among   
other things, that such Substitute Mortgage Loan on the date of substitution,   
will (i) have an outstanding principal balance, after deduction of all scheduled
payments due in the month of substitution, not in excess of the outstanding     
principal balance of the Deleted Mortgage Loan (the amount of any shortfall to  
be distributed to Certificateholders in the month of substitution), (ii) have a 
per annum interest rate (the "Mortgage Interest Rate") not less than (and not   
more than 1% greater than) the Mortgage Interest Rate of the Deleted Mortgage   
Loan, (iii) have a remaining term to maturity not greater than (and not more    
than one year less than) that of the Deleted Mortgage Loan and (iv) comply with 
all the representations and warranties set forth in the Agreement as of the date
of substitution.                                                                

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SERVICING OF THE MORTGAGE LOANS 

GENERAL                                                                         

The Prospectus Supplement related to a Series will identify the master
servicer, or if there is only one servicer of the Mortgage Loans, the servicer  
thereof (as applicable, the "Master Servicer") and will set forth certain       
information concerning the Master Servicer. The Master Servicer may be an       
affiliate of the Depositor and may have other business relationships with the   
Depositor and its affiliates.                                                   

  The Master Servicer will be responsible for servicing the Mortgage Loans
pursuant to the Agreement for the related Series. If so specified in the related
Prospectus Supplement, the Master Servicer may subcontract the servicing of all 
or a portion of the Mortgage Loans to one or more sub-servicers and may         
subcontract the servicing of certain Mortgage Loans that are in default or      
otherwise require special servicing (the "Specially Serviced Mortgage Loans") to
a special servicer (the "Special Servicer"), and certain information with       
respect to the Special Servicer will be set forth in such Prospectus Supplement.
Such sub-servicers and the Special Servicer may be an affiliate of the Depositor
and may have other business relationships with Depositor and its affiliates.    

COLLECTIONS AND OTHER SERVICING PROCEDURES                                      

  The Master Servicer will make reasonable efforts to collect all payments
called for under the Mortgage Loans and will, consistent with the related       
Agreement, following such collection procedures as it deems necessary or        
desirable. Consistent with the above, the Master Servicer may, in its           
discretion, waive any late payment or assumption charge or penalty interests in 
connection with late payment or assumption of a Mortgage Loan and, if so        
specified in the related Prospectus Supplement, may extend the due dates for    
payments due on a Note.                                                         

 It is expected that the Agreement for each Series will provide that the
Master Servicer establish and maintain an escrow account (the "Escrow Account") 
in which the Master Servicer will be required to deposit amounts received from  
each Borrower, if required by the terms of the related Note, for the payment of 
taxes, assessments, certain mortgage and hazard insurance premiums and other    
comparable items. The Special Servicer, if any, will be required to remit       
amounts received for such purposes on Mortgage Loans serviced by it for deposit 
in the Escrow Account, and will be entitled to direct the Master Servicer to    
make withdrawals from the Escrow Account as may be required for servicing of    
such Mortgage Loans. Withdrawals from the Escrow Account may be made to effect  
timely payment of taxes, assessments, mortgage and hazard insurance premiums, to
refund to Borrowers amounts determined to be overages, to remove amounts        
deposited therein in error, to pay interest to Borrowers on balances in the     
Escrow Account, if required, to repair or otherwise protect the Mortgaged       
Properties and to clear and terminate such account. The Master Servicer will be 
entitled to all income on the funds in the Escrow Account invested in Permitted 
Investments not required to be paid to Borrowers under applicable law. The      
Master Servicer will be responsible for the administration of the Escrow        
Account. If amounts on deposit in the Escrow Account are insufficient to pay any
tax, insurance premium or other similar item when due, such item will be payable
from amounts on deposit in the Collection Account or, to the extent such amounts
are insufficient, in the manner set forth in the Prospectus Supplement and      
Agreement for the related Series.                                               

INSURANCE                                                                       

 Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer maintain or     
require each Borrower to maintain insurance in accordance with the related      
Mortgage, which generally will include a standard fire and hazard insurance     
policy with extended coverage. To the extent required by the related Mortgage,  
the coverage of each such standard hazard insurance policy will be in an amount 
that is not less than the lesser of the full replacement cost of the            
improvements securing such Mortgage Loan or the outstanding principal balance   
owing on such Mortgage Loan. If a Mortgaged Property was located at the time of 
origination of the related Mortgage Loan in a federally designated special flood
hazard area, the Master Servicer will also                                      

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maintain or require the related Borrower to maintain flood insurance in an      
amount equal to the lesser of the unpaid principal balance of the related       
Mortgage Loan and the maximum amount obtainable with respect to the Mortgage    
Loan. To the extent set forth in the related Prospectus Supplement, the cost of 
any such insurance maintained by the Master Servicer will be an expense of the  
Trust Fund payable out of the Collection Account. The Master Servicer will      
cause to be maintained fire and hazard insurance with extended coverage on each 
REO Property in an amount which is at least equal to the greater of (i) an      
amount not less than the amount necessary to avoid the application of any       
coinsurance clause contained in the related insurance policy and (ii) the       
replacement cost of the improvements which are a part of such property. The     
cost of any such insurance with respect to an REO Property will be an expense   
of the Trust Fund payable out of amounts on deposit in the related REO Account  
or, if such amounts are insufficient, from the Collection Account. The Master   
Servicer will maintain flood insurance providing substantially the same         
coverage as described above on any REO Property which was located in a          
federally designated special flood hazard area at the time the related Mortgage 
Loan was originated. The related Agreement will provide that the Master         
Servicer may satisfy its obligation to cause hazard policies to be maintained   
by maintaining a master, or single interest blanket, insurance policy insuring  
against losses on the Mortgage Loans or REO Properties, as the case may be. The 
incremental cost of such insurance allocable to any particular Mortgage Loan,   
if not borne by the related Borrower, will be an expense of the Trust Fund.     
Alternatively, the Master Servicer may satisfy its obligation by maintaining,   
at its expense, a blanket policy (i.e., not a single interest or master policy) 
insuring against losses on the Mortgage Loans or REO Properties, as the case    
may be. If such a blanket policy contains a deductible clause, the Master       
Servicer will be obligated to deposit in the Collection Account all sums which  
would have been deposited therein but for such clause.                          

   In general, the standard form of fire and hazard extended coverage policy
will cover physical damage to, or destruction of, the improvements on the       
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail,
riot, strike and civil commotion, subject to the conditions and exclusions      
particularized in each policy. Since the standard hazard insurance policies     
relating to the Mortgage Loans will be underwritten by different insurers and   
will cover Mortgaged Properties located in various states, such policies will   
not contain identical terms and conditions. The most significant terms thereof, 
however, generally will be determined by state law and conditions. Most such    
policies typically will not cover any physical damage resulting from war,       
revolution, governmental actions, floods and other water-related causes, earth  
movement (including earthquakes, landslides and mud flows), nuclear reaction,   
wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in     
certain cases, vandalism. The foregoing list is merely indicative of certain    
kinds of uninsured risks and is not intended to be all-inclusive. Any losses    
incurred with respect to Mortgage Loans due to uninsured risks (including       
earthquakes, mud flows and floods) or insufficient hazard insurance proceeds    
could affect distributions to the Certificateholders.                           

The standard hazard insurance policies covering Mortgaged Properties  
securing Mortgage Loans typically will contain a "coinsurance" clause which, in 
effect, will require the insured at all times to carry insurance of a specified 
percentage (generally 80% to 90%) of the full replacement value of the          
dwellings, structures and other improvements on the Mortgaged Property in order 
to recover the full amount of any partial loss. If the insured's coverage falls 
below this specified percentage, such clause will provide that the insurer's    
liability in the event of partial loss will not exceed the greater of (i) the   
actual cash value (the replacement cost less physical depreciation) of the      
structures and other improvements damaged or destroyed and (ii) such proportion 
of the loss, without deduction for depreciation, as the amount of insurance     
carried bears to the specified percentage of the full replacement cost of such  
dwellings, structures and other improvements.                                   

 In addition, to the extent required by the related Mortgage, the Master
Servicer may require the Borrower to maintain other forms of insurance          
including, but not limited to, loss of rent endorsements, business interruption 
insurance and comprehensive public liability insurance, and the related         
Agreement may require the Master Servicer to maintain public liability insurance
with respect to any REO Properties. Any cost incurred by the Master Servicer in 
maintaining any such insurance policy will be added to the amount owing under   
the Mortgage Loan where the terms of the Mortgage Loan so permit;               

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provided, however, that the addition of such cost will not be taken into        
account for purposes of calculating the distribution to be made to              
Certificateholders. Such costs may be recovered by the Master Servicer from the 
Collection Account, with interest thereon, as provided by the Agreement.        

     Unless otherwise specified in the applicable Prospectus Supplement, no pool
insurance policy, special hazard insurance policy, bankruptcy bond, repurchase  
bond or guarantee insurance will be maintained with respect to the Mortgage     
Loans, nor will any Mortgage Loan be subject to FHA insurance.                  

The FHA is responsible for administering various federal programs,    
including mortgage insurance, authorized under the National Housing Act of 1934,
as amended, and the United States Housing Act of 1937, as amended. To the extent
specified in the related Prospectus Supplement, all or a portion of the Mortgage
Loans may be insured by the FHA. The Master Servicer will be required to take   
such steps as are reasonably necessary to keep such insurance in full force and 
effect.                                                                         

FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE                               

 Unless otherwise specified in the applicable Prospectus Supplement, the
Agreement for each Series will require that the Master Servicer obtain and      
maintain in effect a fidelity bond or similar form of insurance coverage (which 
may provide blanket coverage) or any combination thereof insuring against loss  
occasioned by fraud, theft or other intentional misconduct of the officers,     
employees and agents of the Master Servicer. The related Agreement will allow   
the Master Servicer to self-insure against loss occasioned by the errors and    
omissions of the officers, employees and agents of the Master Servicer so long  
as certain criteria set forth in the Agreement are met.                         

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

   The Master Servicer's principal compensation for its activities under the
Agreement for each Series will come from the payment to it or retention by it,  
with respect to each Mortgage Loan, of a "Servicing Fee" (as defined in the     
related Prospectus Supplement). The exact amount and calculation of such        
Servicing Fee will be established in the Prospectus Supplement and Agreement for
the related Series. Since the aggregate unpaid principal balance of the Mortgage
Loans will generally decline over time, the Master Servicer's servicing         
compensation will ordinarily decrease as the Mortgage Loans amortize.           

In addition, the Agreement for a Series may provide that the Master   
Servicer be entitled to receive, as additional compensation, (i) Prepayment     
Premiums, late fees and certain other fees collected from Borrowers and (ii) any
interest or other income earned on funds deposited in the Collection Account (as
described under "Description of the Certificates--Accounts") and, except to the 
extent such income is required to be paid to the related Borrowers, the Escrow  
Account.                                                                        

     Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer will pay the fees and expenses of the Trustee.                         

 If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the exact amount and calculation of the   
Special Servicer Fee will be established in the Prospectus Supplement and       
Agreement for the related Series.                                               

  In addition to the compensation described above, the Master Servicer (or
any other party specified in the applicable Prospectus Supplement) may retain,  
or be entitled to the reimbursement of, such other amounts and expenses as are  
described in the applicable Prospectus Supplement.                              

ADVANCES                                                                        

 The applicable Prospectus Supplement will set forth the obligations, if
any, of the Master Servicer to make any advances with respect to delinquent     
payments on Mortgage Loans, payments of taxes, insurance and Property Protection
Expenses or otherwise. Any such advances will be made in the form and manner    
described in the Prospectus Supplement and Agreement for the related Series.    

MODIFICATIONS, WAIVERS AND AMENDMENTS                                           

 If so specified in the related Prospectus Supplement, the Agreement for
each Series will provide that the Master Servicer or the Special Servicer, if   
any, may have the discretion, subject to certain conditions                     

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set forth herein, to modify, waive or amend certain of the terms of any         
Mortgage Loan without the consent of the Trustee or any Certificateholder. The  
extent to which the Master Servicer or the Special Servicer, if any, may        
modify, waive or amend any terms of the Mortgage Loans without such consent     
will be specified in the related Prospectus Supplement.                         

   The Special Servicer, if any, may, with respect to any Specially Serviced
Mortgage Loan, subject to the terms and conditions set forth in the Agreement,  
modify, waive or amend the terms of such Mortgage Loan if the Special Servicer  
determines that a material default has occurred or a payment default has        
occurred or is reasonably foreseeable. The Special Servicer, if any, may extend 
the maturity date of such Mortgage Loan to a date not later than the date       
described in the related Prospectus Supplement.                                 

Unless otherwise provided in the applicable Prospectus Supplement, the
Special Servicer, if any, will not agree to any modification, waiver or         
amendment of the payment terms of a Mortgage Loan unless the Special Servicer   
has determined that such modification, waiver or amendment is reasonably likely 
to produce a greater recovery on a present value basis than liquidation of the  
Mortgage Loan. Prior to agreeing to any such modification, waiver or amendment  
of the payment terms of a Mortgage Loan, the Special Servicer, if any, will give
notice thereof in the manner set forth in the Prospectus Supplement and         
Agreement for the related Series.                                               

The Prospectus Supplement for a Series may describe other or different
provisions concerning the modification, waiver or amendment of the terms of the 
related Mortgage Loans.                                                         

EVIDENCE OF COMPLIANCE                                                          

     The Agreement for each Series will provide that the Master Servicer, at its
expense, will cause a firm of independent public accountants to furnish to the  
Trustee, annually on or before a date specified in the Agreement, a statement as
to compliance by the Master Servicer with the Agreement.                        

In addition, the Agreement will provide that the Master Servicer will 
deliver to the Trustee, annually on or before a date specified in the Agreement,
a statement signed by an officer to the effect that, based on a review of its   
activities during the preceding calendar year, to the best of such officer's    
knowledge, the Master Servicer has fulfilled its obligations under the Agreement
throughout such year or, if there has been a default in the fulfillment of any  
such obligation, specifying each such default and the nature and status thereof.

CERTAIN MATTERS WITH RESPECT TO THE MASTER SERVICER, THE SPECIAL SERVICER AND   
THE TRUSTEE                                                                     

 The Agreement for each Series will also provide that neither the Master
Servicer nor any of its directors, officers, employees or agents will be under  
any liability to the Trust Fund or the Certificateholders for any action taken, 
or for refraining from the taking of any action, in good faith pursuant to the  
Agreement, or for errors in judgment; provided, however, that neither the Master
Servicer nor any such person will be protected against any breach of            
representations or warranties made by the Master Servicer in the Agreement, or  
any liability that would otherwise be imposed by reason of willful misfeasance, 
bad faith, or negligence in the performance of its duties or by reason of       
reckless disregard of its obligations and duties thereunder. The Agreement will 
further provide that the Master Servicer and any of its directors, officers,    
employees or agents will be entitled to indemnification by the Trust Fund and   
will be held harmless against any loss, liability or expense incurred in        
connection with any legal action relating to the Agreement or the Certificates, 
other than any loss, liability or expense incurred (i) by reason of willful     
misfeasance, bad faith or negligence in the performance of its duties or by     
reason of reckless disregard of its obligations and duties thereunder or (ii) in
certain other circumstances specified in the Agreement. Any loss resulting from 
such indemnification will reduce amounts distributable to Certificateholders and
will be borne pro rata by all Certificateholders without regard to              
subordination, if any, of one Class to another.                                 

    Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer may not resign from its obligations and duties under the Agreement     
except upon a determination that its duties thereunder are no longer permissible
under applicable law. No such resignation will become effective until the       
Trustee or a successor Master Servicer has assumed the Master Servicer's        
obligations and duties under the Agreement.                                     

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 If the Master Servicer subcontracts the servicing of Specially Serviced
Mortgage Loans to a Special Servicer, the standard of care for, and any         
indemnification to be provided to, the Special Servicer will be set forth in the
related Agreement.                                                              

     The Trustee under each Agreement will be named in the applicable Prospectus
Supplement. The commercial bank or trust company serving as Trustee may have    
normal banking relationships with the Depositor and/or its affiliates and with  
the Master Servicer and/or its affiliates.                                      

The Trustee may resign from its obligations under the Agreement at any
time, in which event a successor Trustee will be appointed. In addition, the    
Depositor may remove the Trustee if the Trustee ceases to be eligible to act as 
Trustee under the Agreement or if the Trustee becomes insolvent, at which time  
the Depositor will become obligated to appoint a successor Trustee. The Trustee 
may also be removed at any time by the Holders of Certificates evidencing the   
Voting Rights specified in the applicable Prospectus Supplement. Any resignation
and removal of the Trustee, and the appointment of a successor Trustee, will not
become effective until acceptance of such appointment by the successor Trustee. 

EVENTS OF DEFAULT                                                               

    Events of default (each, an "Event of Default") with respect to the Master
Servicer under the Agreement for each Series will, unless otherwise provided in 
the applicable Prospectus Supplement, include: (i) any failure by the Master    
Servicer to remit to the Trustee for deposit in the Distribution Account for    
distribution to Certificateholders any payment required to be made by the Master
Servicer under the terms of the Agreement at least one business day prior to the
related Distribution Date; (ii) any failure on the part of the Master Servicer  
duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer, which failure continues          
unremedied for a period of 90 days after written notice of such failure has been
given to the Master Servicer; (iii) the entering against the Master Servicer of 
a decree or order of a court, agency or supervisory authority for the           
appointment of a conservator or receiver or liquidator in any insolvency,       
readjustment of debt, marshalling of assets and liabilities or similar          
proceedings of or relating to the Master Servicer, or for the winding-up or     
liquidation of its affairs; provided that any such decree or order shall have   
remained in force undischarged or unstayed for a period of 60 days; (iv) the    
consent by the Master Servicer to the appointment of a conservator or receiver  
or liquidator or liquidating committee in any insolvency, readjustment of debt, 
marshalling of assets and liabilities, voluntary liquidation or similar         
proceedings of or relating to the Master Servicer or of or relating to all or   
substantially all of its property; and (v) the admission by the Master Servicer 
in writing of its inability to pay its debts generally as they become due, the  
filing by the Master Servicer of a petition to take advantage of any applicable 
insolvency or reorganization statute or the making of an assignment for the     
benefit of its creditors or the voluntary suspension of the payment of its      
obligations.                                                                    

     As long as an Event of Default remains unremedied, the Trustee may, and (a)
at the written direction of the Holders of Certificates (other than Residual    
Certificates) entitled to at least 25% of the aggregate Voting Rights of the    
Certificates of any Class in the case of an Event of Default described in clause
(i) above, (b) at the written direction of Holders of Certificates holding at   
least 25% of all of the Voting Rights, or (c) in all cases of an Event of       
Default described in clauses (ii) through (v) above, shall terminate all of the 
rights and obligations of the Master Servicer whereupon the Trustee or another  
successor Master Servicer appointed by the Trustee will succeed to all authority
and power of the Master Servicer under the Agreement and will be entitled to    
similar compensation arrangements. "Voting Rights" means the portion of the     
voting rights of all Certificates that is allocated to any Certificate in       
accordance with the terms of the Agreement.                                     

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ENHANCEMENT 

GENERAL                                                                         

  If specified in the related Prospectus Supplement for any Series, credit
enhancement may be provided with respect to one or more Classes thereof or the  
related Mortgage Loans (the "Enhancement"). Enhancement may be in the form of a 
letter of credit, the subordination of one or more Classes of the Certificates  
of such Series, the establishment of one or more reserve funds,                 
overcollateralization, cross collateralization provisions in the Mortgage Loans,
certificate guarantee insurance, the use of cross-support features or another   
method of Enhancement described in the related Prospectus Supplement, or any    
combination of the foregoing.                                                   

Unless otherwise specified in the related Prospectus Supplement for a 
Series, the Enhancement will not provide protection against all risks of loss   
and will not guarantee repayment of the entire principal balance of the         
Certificates and interest thereon. If losses occur which exceed the amount      
covered by Enhancement or which are not covered by the Enhancement,             
Certificateholders will bear their allocable share of deficiencies.             

If Enhancement is provided with respect to a Series, or the related   
Mortgage Loans, the applicable Prospectus Supplement will include a description 
of (a) the amount payable under such Enhancement, (b) any conditions to payment 
thereunder not otherwise described herein, (c) the conditions (if any) under    
which the amount payable under such Enhancement may be reduced and under which  
such Enhancement may be terminated or replaced and (d) the material provisions  
of any agreement relating to such Enhancement. Additionally, the applicable     
Prospectus Supplement will set forth certain information with respect to the    
issuer of any third-party Enhancement, including (i) a brief description of its 
principal business activities, (ii) its principal place of business, place of   
incorporation and the jurisdiction under which it is chartered or licensed to do
business, (iii) if applicable, the identity of regulatory agencies which        
exercise primary jurisdiction over the conduct of its business and (iv) its     
total assets, and its stockholders' or policyholders' surplus, if applicable, as
of the date specified in such Prospectus Supplement.                            

SUBORDINATE CERTIFICATES                                                        

   If so specified in the related Prospectus Supplement, one or more Classes
of a Series may be Subordinate Certificates. If so specified in the related     
Prospectus Supplement, the rights of the Holders of subordinate Certificates    
(the "Subordinate Certificates") to receive distributions of principal and      
interest from the Collection Account on any Distribution Date will be           
subordinated to such rights of the Holders of senior Certificates (the "Senior  
Certificates") to the extent specified in the related Prospectus Supplement. The
Agreement may require a trustee that is not the Trustee to be appointed to act  
on behalf of Holders of Subordinate Certificates.                               

A Series may include one or more Classes of Subordinate Certificates  
entitled to receive cash flows remaining after distributions are made to all    
other Senior Certificates of such Series. Such right to receive payments will   
effectively be subordinate to the rights of other Holders of Senior             
Certificates. A Series may also include one or more Classes of Subordinate      
Certificates entitled to receive cash flows remaining after distributions are   
made to other Subordinate Certificates of such Series. If so specified in the   
related Prospectus Supplement, the subordination of a Class may apply only in   
the event of (or may be limited to) certain types of losses not covered by      
insurance policies or other credit support, such as losses arising from damage  
to property securing a Mortgage Loan not covered by standard hazard insurance   
policies.                                                                       

     The related Prospectus Supplement will set forth information concerning the
amount of subordination of a Class or Classes of Subordinate Certificates in a  
Series, the circumstances in which such subordination will be applicable, the   
manner, if any, in which the amount of subordination will decrease over time,   
the manner of funding any related Reserve Fund and the conditions under which   
amounts in any applicable Reserve Fund will be used to make distributions to    
Holders of Senior Certificates and/or to Holders of Subordinate Certificates or 
be released from the applicable Trust Fund. If cash flows                       

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otherwise distributable to Holders of Subordinate Certificates secured by a     
Mortgage Loan Group will be used as credit support for Holders of Senior        
Certificates secured by another Mortgage Loan Group within the Trust Fund, the  
applicable Prospectus Supplement will specify the manner and conditions for     
applying such a cross-support feature.                                          

CROSS-SUPPORT FEATURES                                                          

  If the Mortgage Pool for a Series is divided into separate Mortgage Loan
Groups, each securing a separate Class or Classes of a Series, credit support   
may be provided by a cross-support feature which requires that distributions be 
made on Senior Certificates secured by one Mortgage Loan Group prior to         
distributions on Subordinate Certificates secured by another Mortgage Loan Group
within the Trust Fund. The related Prospectus Supplement for a Series which     
includes a cross-support feature will describe the manner and conditions for    
applying such cross-support feature.                                            

LETTER OF CREDIT                                                                

    If specified in the related Prospectus Supplement, a letter of credit with
respect to a Series of Certificates will be issued by the bank or financial     
institution specified in such Prospectus Supplement (the "L/C Bank"). Under the 
letter of credit, the L/C Bank will be obligated to honor drawings thereunder in
an aggregate fixed dollar amount, net of unreimbursed payments thereunder, equal
to the percentage specified in the related Prospectus Supplement of the         
aggregate principal balance of the Mortgage Loans on the applicable Cut-Off Date
or of one or more Classes of Certificates (the "L/C Percentage"). If so         
specified in the related Prospectus Supplement, the letter of credit may permit 
drawings in the event of losses not covered by insurance policies or other      
credit support, such as losses arising from damage not covered by standard      
hazard insurance policies. The amount available under the letter of credit will,
in all cases, be reduced to the extent of the unreimbursed payments thereunder. 
The obligations of the L/C Bank under the letter of credit for each Series of   
Certificates will expire at the earlier of the date specified in the related    
Prospectus Supplement or the termination of the Trust Fund. A copy of the letter
of credit for a Series, if any, will be filed with the Commission as an exhibit 
to a Current Report on Form 8-K to be filed within 15 days of issuance of the   
Certificates of the applicable Series.                                          

CERTIFICATE GUARANTEE INSURANCE                                                 

     If so specified in the related Prospectus Supplement, certificate guarantee
insurance, if any, with respect to a Series of Certificates will be provided by 
one or more insurance companies. Such certificate guarantee insurance will      
guarantee, with respect to one or more Classes of Certificates of the applicable
Series, timely distributions of interest and full distributions of principal on 
the basis of a schedule of principal distributions set forth in or determined in
the manner specified in the related Prospectus Supplement. If so specified in   
the related Prospectus Supplement, the certificate guarantee insurance will also
guarantee against any payment made to a Certificateholder which is subsequently 
covered as a "voidable preference" payment under the Bankruptcy Code. A copy of 
the certificate guarantee insurance for a Series, if any, will be filed with the
Commission as an exhibit to a Current Report on Form 8-K to be filed with the   
Commission within 15 days of issuance of the Certificates of the applicable     
Series.                                                                         

RESERVE FUNDS                                                                   

If specified in the related Prospectus Supplement, one or more reserve
funds (each, a "Reserve Fund") may be established with respect to a Series, in  
which cash, a letter of credit, Permitted Investments or a combination thereof, 
in the amounts, if any, so specified in the related Prospectus Supplement will  
be deposited. The Reserve Funds for a Series may also be funded over time by    
depositing therein a specified amount of the distributions received on the      
applicable Mortgage Loans if specified in the related Prospectus Supplement. The
Depositor may pledge the Reserve Funds to a separate collateral agent specified 
in the related Prospectus Supplement.                                           

Amounts on deposit in any Reserve Fund for a Series, together with the
reinvestment income thereon, if any, will be applied by the Trustee for the     
purposes, in the manner, and to the extent specified                            

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in the related Prospectus Supplement. A Reserve Fund may be provided to         
increase the likelihood of timely payments of principal of and interest on the  
Certificates, if required as a condition to the rating of such Series by each   
Rating Agency. If so specified in the related Prospectus Supplement, Reserve    
Funds may be established to provide limited protection, in an amount            
satisfactory to each Rating Agency, against certain types of losses not covered 
by insurance policies or other credit support, such as losses arising from      
damage not covered by standard hazard insurance policies. Reserve Funds may     
also be established for other purposes and in such amounts as will be specified 
in the related Prospectus Supplement. Following each Distribution Date amounts  
in any Reserve Fund in excess of any amount required to be maintained therein   
may be released from the Reserve Fund under the conditions and to the extent    
specified in the related Prospectus Supplement and will not be available for    
further application by the Trustee.                                             

Moneys deposited in any Reserve Fund will be invested in Permitted    
Investments at the direction of the Depositor, except as otherwise specified in 
the related Prospectus Supplement. Unless otherwise specified in the related    
Prospectus Supplement, any reinvestment income or other gain from such          
investments will be credited to the related Reserve Fund for such Series, and   
any loss resulting from such investments will be charged to such Reserve Fund.  
If specified in the related Prospectus Supplement, such income or other gain may
be payable to the Master Servicer as additional servicing compensation, and any 
loss resulting from such investment will be borne by the Master Servicer. The   
Reserve Fund, if any, for a Series will not be a part of the Trust Fund unless  
otherwise specified in the related Prospectus Supplement, but the right of the  
Trustee to make draws on the Reserve Fund will be an asset of the Trust Fund.   

     Additional information concerning any Reserve Fund will be set forth in the
related Prospectus Supplement, including the initial balance of such Reserve    
Fund, the balance required to be maintained in the Reserve Fund, the manner in  
which such required balance will decrease over time, the manner of funding such 
Reserve Fund, the purpose for which funds in the Reserve Fund may be applied to 
make distributions to Certificateholders and use of investment earnings from the
Reserve Fund, if any.                                                           

 CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

 The following discussion contains summaries of certain legal aspects of
mortgage loans which are general in nature. Because many of the legal aspects of
mortgage loans are governed by applicable state laws (which may vary            
substantially), the following summaries do not purport to be complete, to       
reflect the laws of any particular state, to reflect all the laws applicable to 
any particular Mortgage Loan or to encompass the laws of all states in which the
properties securing the Mortgage Loans are situated. The summaries are qualified
in their entirety by reference to the applicable federal and state laws         
governing the Mortgage Loans. In the event that the Trust Fund for a given      
Series includes Mortgage Loans having characteristics other than as described   
below, the applicable Prospectus Supplement will set forth additional legal     
aspects relating thereto.                                                       

MORTGAGES AND DEEDS OF TRUST GENERALLY                                          

The Mortgage Loans (other than Installment Contracts) included in the 
Mortgage Pool for a Series will consist of (or, in the case of mortgage         
pass-through certificates, be supported by) loans secured by either mortgages or
deeds of trust or other similar security instruments. There are two parties to a
mortgage, the mortgagor, who is the borrower and owner of the mortgaged         
property, and the mortgagee, who is the lender. In a mortgage transaction, the  
mortgagor delivers to the mortgagee a note, bond or other written evidence of   
indebtedness and a mortgage. A mortgage creates a lien upon the real property   
encumbered by the mortgage as security for the obligation evidenced by the note,
bond or other evidence of indebtedness. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties, the borrower-property owner called 
the trustor (similar to a mortgagor), a lender called the beneficiary (similar  
to a mortgagee), and a third-party grantee called the trustee. Under a deed of  
trust, the borrower irrevocably grants the property to the trustee, until the   
debt is paid, in trust for the benefit of the beneficiary to secure payment of  
the obligation generally with a power of sale. The trustee's authority under a  
deed of trust and the mortgagee's authority under a mortgage are governed by    
applicable law, the express provisions of the deed of trust or mortgage, and, in
some cases, the directions of the beneficiary.                                  

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 The real property covered by a mortgage is most often the fee estate in
land and improvements. However, a mortgage may encumber other interests in real 
property such as a tenant's interest in a lease of land or improvements, or     
both, and the leasehold estate created by such lease. A mortgage covering an    
interest in real property other than the fee estate requires special provisions 
in the instrument creating such interest or in the mortgage to protect the      
mortgagee against termination of such interest before the mortgage is paid.     
Certain representations and warranties in the related Agreement will be made    
with respect to the Mortgage Loans which are secured by an interest in a        
leasehold estate.                                                               

   Priority of the lien on mortgaged property created by mortgages and deeds
of trust depends on their terms and, generally, on the order of filing with a   
state, county or municipal office, although such priority may in some states be 
altered by the mortgagee's or beneficiary's knowledge of unrecorded liens,      
leases or encumbrances against the mortgaged property. However, filing or       
recording does not establish priority over governmental claims for real estate  
taxes and assessments or, in some states, for reimbursement of remediation costs
of certain environmental conditions. See "--Environmental Risks." In addition,  
the Code provides priority to certain tax liens over the lien of the mortgage.  

INSTALLMENT CONTRACTS                                                           

The Mortgage Loans included in the Mortgage Pool for a Series may also
consist of Installment Contracts. Under an Installment Contract the seller      
(hereinafter referred to in this Section as the "lender") retains legal title to
the property and enters into an agreement with the purchaser (hereinafter       
referred to in this Section as the "borrower") for the payment of the purchase  
price, plus interest, over the term of such contract. Only after full           
performance by the borrower of the contract is the lender obligated to convey   
title to the real estate to the purchaser. As with mortgage or deed of trust    
financing, during the effective period of the Installment Contract, the borrower
is generally responsible for maintaining the property in good condition and for 
paying real estate taxes, assessments and hazard insurance premiums associated  
with the property.                                                              

The method of enforcing the rights of the lender under an Installment 
Contract varies on a state-by-state basis depending upon the extent to which    
state courts are willing, or able pursuant to state statute, to enforce the     
contract strictly according to its terms. The terms of Installment Contracts    
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and   
the borrower's equitable interest in the property is forfeited. The lender in   
such a situation does not have to foreclose in order to obtain title to the     
property, although in some cases a quiet title action is in order if the        
borrower has filed the Installment Contract in local land records and an        
ejectment action may be necessary to recover possession. In a few states,       
particularly in cases of borrower default during the early years of an          
Installment Contract, the courts will permit ejectment of the borrower and a    
forfeiture of his or her interest in the property. However, most state          
legislatures have enacted provisions by analogy to mortgage law protecting      
borrowers under Installment Contracts from the harsh consequences of forfeiture.
Under such statutes, a judicial or nonjudicial foreclosure may be required, the 
lender may be required to give notice of default and the borrower may be granted
some grace period during which the contract may be reinstated upon full payment 
of the default amount and the borrower may have a post-foreclosure statutory    
redemption right. In other states, courts in equity may permit a borrower with  
significant investment in the property under an Installment Contract for the    
sale of real estate to share in the proceeds of sale of the property after the  
indebtedness is repaid or may otherwise refuse to enforce the forfeiture clause.
Nevertheless, generally speaking, the lender's procedures for obtaining         
possession and clear title under an Installment Contract for the sale of real   
estate in a given state are simpler and less time-consuming and costly than are 
the procedures for foreclosing and obtaining clear title to a mortgaged         
property.                                                                       

JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES OR BENEFICIARIES                  

    Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be secured by junior mortgages or deeds of trust which are subordinate to senior
mortgages or deeds of trust held by other lenders or institutional investors.   
The rights of the Trust Fund (and therefore the Certificateholders), as         
beneficiary under a junior deed of trust or as mortgagee under a junior         
mortgage, are subordinate to those                                              

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of the mortgagee or beneficiary under the senior mortgage or deed of trust,     
including the prior rights of the senior mortgagee or beneficiary to receive    
rents, hazard insurance and condemnation proceeds and to cause the property     
securing the Mortgage Loan to be sold upon default of the mortgagor or trustor, 
thereby extinguishing the junior mortgagee's or junior beneficiary's lien       
unless the Master Servicer asserts its subordinate interest in a property in    
foreclosure litigation or satisfies the defaulted senior loan. As discussed     
more fully below, in many states a junior mortgagee or beneficiary may satisfy  
a defaulted senior loan in full, or may cure such default and bring the senior  
loan current, in either event adding the amounts expended to the balance due on 
the junior loan. Absent a provision in the senior mortgage, no notice of        
default is required to be given to the junior mortgagee.                        

The form of the mortgage or deed of trust used by many institutional  
lenders confers on the mortgagee or beneficiary the right both to receive all   
proceeds collected under any hazard insurance policy and all awards made in     
connection with any condemnation proceedings, and to apply such proceeds and    
awards to any indebtedness secured by the mortgage or deed of trust, in such    
order as the mortgagee or beneficiary may determine. Thus, in the event         
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the mortgagee or         
beneficiary under the senior mortgage or deed of trust will have the prior right
to collect any insurance proceeds payable under a hazard insurance policy and   
any award of damages in connection with the condemnation and to apply the same  
to the indebtedness secured by the senior mortgage or deed of trust. Proceeds in
excess of the amount of senior mortgage indebtedness will, in most cases, be    
applied to the indebtedness of a junior mortgage or deed of trust. The laws of  
certain states may limit the ability of mortgagees or beneficiaries to apply the
proceeds of hazard insurance and partial condemnation awards to the secured     
indebtedness. In such states, the mortgagor or trustor must be allowed to use   
the proceeds of hazard insurance to repair the damage unless the security of the
mortgagee or beneficiary has been impaired. Similarly, in certain states, the   
mortgagee or beneficiary is entitled to the award for a partial condemnation of 
the real property security only to the extent that its security is impaired.    

  The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides, in essence, that  
additional amounts advanced to or on behalf of the mortgagor or trustor by the  
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.    
While such a clause is valid under the laws of most states, the priority of any 
advance made under the clause depends, in some states, on whether the advance   
was an "obligatory" or "optional" advance. If the mortgagee or beneficiary is   
obligated to advance the additional amounts, the advance may be entitled to     
receive the same priority as amounts initially made under the mortgage or deed  
of trust, notwithstanding that there may be intervening junior mortgages or     
deeds of trust and other liens between the date of recording of the mortgage or 
deed of trust and the date of the future advance, and notwithstanding that the  
mortgagee or beneficiary had actual knowledge of such intervening junior        
mortgages or deeds of trust and other liens at the time of the advance. Where   
the mortgagee or beneficiary is not obligated to advance the additional amounts 
and has actual knowledge of the intervening junior mortgages or deeds of trust  
and other liens, the advance may be subordinate to such intervening junior      
mortgages or deeds of trust and other liens. Priority of advances under a       
"future advance" clause rests, in many other states, on state law giving        
priority to all advances made under the loan agreement up to a "credit limit"   
amount stated in the recorded mortgage.                                         

  Another provision typically found in the form of the mortgage or deed of
trust used by many institutional lenders obligates the mortgagor or trustor to  
pay before delinquency all taxes and assessments on the property and, when due, 
all encumbrances, charges and liens on the property which appear prior to the   
mortgage or deed of trust, to provide and maintain fire insurance on the        
property, to maintain and repair the property and not to commit or permit any   
waste thereof, and to appear in and defend any action or proceeding purporting  
to affect the property or the rights of the mortgagee or beneficiary under the  
mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform
any of these obligations, the mortgagee or beneficiary is given the right under 
the mortgage or deed of trust to perform the obligation itself, at its election,
with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary
for any sums expended by the mortgagee or beneficiary on behalf of the trustor. 
All sums so expended by the mortgagee or beneficiary become part of the         
indebtedness secured by the mortgage or deed of trust.                          

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  The form of mortgage or deed of trust used by many institutional lenders
typically requires the mortgagor or trustor to obtain the consent of the        
mortgagee or beneficiary in respect of actions affecting the mortgaged property,
including, without limitation, leasing activities (including new leases and     
termination or modification of existing leases), alterations and improvements to
buildings forming a part of the mortgaged property and management and leasing   
agreements for the mortgaged property. Tenants will often refuse to execute a   
lease unless the mortgagee or beneficiary executes a written agreement with the 
tenant not to disturb the tenant's possession of its premises in the event of a 
foreclosure. A senior mortgagee or beneficiary may refuse to consent to matters 
approved by a junior mortgagee or beneficiary with the result that the value of 
the security for the junior mortgage or deed of trust is diminished. For        
example, a senior mortgagee or beneficiary may decide not to approve a lease or 
to refuse to grant to a tenant a non-disturbance agreement. If, as a result, the
lease is not executed, the value of the mortgaged property may be diminished.   

FORECLOSURE                                                                     

Foreclosure of a mortgage is generally accomplished by judicial action
initiated by the service of legal pleadings upon all necessary parties having an
interest in the real property. Delays in completion of foreclosure may          
occasionally result from difficulties in locating necessary party defendants.   
When the mortgagee's right to foreclose is contested, the legal proceedings     
necessary to resolve the issue can be time-consuming. A judicial foreclosure may
be subject to most of the delays and expenses of other litigation, sometimes    
requiring up to several years to complete. At the completion of the judicial    
foreclosure proceedings, if the mortgagee prevails, the court ordinarily issues 
a judgment of foreclosure and appoints a referee or other designated official to
conduct the sale of the property. Such sales are made in accordance with        
procedures which vary from state to state. The purchaser at such sale acquires  
the estate or interest in real property covered by the mortgage. If the mortgage
covered the tenant's interest in a lease and leasehold estate, the purchaser    
will acquire such tenant's interest subject to the tenant's obligations under   
the lease to pay rent and perform other covenants contained therein.            

     In a majority of cases, foreclosure of a deed of trust is accomplished by a
non-judicial trustee's sale under a specific provision in the deed of trust     
and/or applicable statutory requirements which authorizes the trustee, generally
following a request from the beneficiary, to sell the property at public sale   
upon any default by the trustor under the terms of the note or deed of trust. A 
number of states may also require that a beneficiary provide notice of          
acceleration of a note to the trustor. Notice requirements under a trustee's    
sale vary from state to state. In some states, prior to the trustee's sale the  
trustee must record a notice of default and send a copy to the trustor, to any  
person who has recorded a request for a copy of a notice of default and notice  
of sale and to any successor in interest to the trustor. In addition, the       
trustee must provide notice in some states to any other person having an        
interest in the real property, including any junior lienholders, and to certain 
other persons connected with the deed of trust. In some states, the trustor, or 
any other person having a junior encumbrance on the real estate, may, during a  
reinstatement period, cure the default by paying the entire amount in arrears   
plus the costs and expenses (in some states, limited to reasonable costs and    
expenses) incurred in enforcing the obligation. Generally, state law controls   
the amount of foreclosure expenses and costs, including attorneys' fees, which  
may be recovered by a beneficiary. If the deed of trust is not reinstated, a    
notice of sale must be posted in a public place and, in most states, published  
for a specific period of time in one or more newspapers. In addition, some state
laws require that a copy of the notice of sale be posted on the property and    
sent to all parties having an interest in the real property.                    

     In case of foreclosure under either a mortgage or a deed of trust, the sale
by the referee or other designated official or by the trustee is often a public 
sale. However, because of the difficulty a potential buyer at the sale might    
have in determining the exact status of title to the property subject to the    
lien of the mortgage or deed of trust and the redemption rights that may exist  
(see "--Statutory Rights of Redemption" below), and because the physical        
condition and financial performance of the property may have deteriorated during
the foreclosure proceedings and/or for a variety of other reasons, a third party
may be unwilling to purchase the property at the foreclosure sale. Some states  
require that the lender disclose to potential bidders at a trustee's sale all   
known facts materially affecting the value of the property. Such disclosure may 
have an adverse effect on the trustee's ability to sell the property or the sale

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price thereof. Potential buyers may further question the prudence of purchasing 
property at a foreclosure sale as a result of the 1980 decision of the United   
States Court of Appeals for the Fifth Circuit in Durrett v. Washington National 
Insurance Company, other decisions that have followed the reasoning of Durrett  
and the codification of the Durrett reasoning in the federal bankruptcy code,   
as amended from time to time (11 U.S.C.) (the "Bankruptcy Code"). Under the     
reasoning of Durrett, even a non-collusive, regularly conducted foreclosure     
sale may be a fraudulent transfer, regardless of the parties' intent, and,      
therefore, may be rescinded in favor of the bankrupt's estate, if (i) the       
foreclosure sale is held while the debtor is insolvent and not more than one    
year prior to the filing of the bankruptcy petition (or if applicable state     
fraudulent conveyance law also allows the avoidance of such a foreclosure sale, 
the applicable state statute of limitations if the bankruptcy trustee elects to 
proceed under state fraudulent conveyance law), and (ii) the price paid for the 
foreclosed property does not represent "fair consideration." [In May 1994 the   
Supreme Court held in BFP v. RTC that in the absence of actual intent to        
defraud a non-collusive, regularly conducted foreclosure sale cannot be         
rescinded as a fraudulent transfer under federal bankruptcy law. However, BFP   
does not address state law, and the impact of BFP on potential buyers'          
willingness to purchase property at a foreclosure sale cannot yet be assessed.  
Prior to BFP, a common practice was for the lender to purchase the property     
from the trustee, referee or other designated official for an amount equal to   
the outstanding principal amount of the indebtedness secured by the mortgage or 
deed of trust, together with accrued and unpaid interest and the expenses of    
foreclosure, in which event, if the amount bid by the lender equals the full    
amount of such debt, interest and expenses, the mortgagee's debt will be        
extinguished. Thereafter, the lender will assume the burdens of ownership,      
including paying operating expenses and real estate taxes and making repairs.   
The lender is then obligated as an owner until it can arrange a sale of the     
property to a third party. Frequently, the lender employs a third-party         
management company to manage and operate the property. The costs of operating   
and maintaining commercial property may be significant and may be greater than  
the income derived from that property. The costs of management and operation of 
those mortgaged properties which are hotels, motels or nursing or convalescent  
homes or hospitals may be particularly significant because of the expertise,    
knowledge and, with respect to nursing or convalescent homes or hospitals,      
regulatory compliance, required to run such operations and the effect which     
foreclosure and a change in ownership may have on the public's and the          
industry's (including franchisors') perception of the quality of such           
operations. The lender will commonly obtain the services of a real estate       
broker and pay the broker's commission in connection with the sale of the       
property. Depending upon market conditions, the ultimate proceeds of the sale   
of the property may not equal the lender's investment in the property.          
Moreover, a lender commonly incurs substantial legal fees and court costs in    
acquiring a mortgaged property through contested foreclosure and/or bankruptcy  
proceedings. Furthermore, some states require that any environmental hazards be 
eliminated before a property may be resold. In addition, a lender may be        
responsible under federal or state law for the cost of cleaning up a mortgaged  
property that is environmentally contaminated. See "--Environmental Risks"      
below. As a result, a lender could realize an overall loss on a mortgage loan   
even if the related mortgaged property is sold at foreclosure or resold after   
it is acquired through foreclosure for an amount equal to the full outstanding  
principal amount of the mortgage loan, plus accrued interest.]                  

In foreclosure proceedings, some courts have applied general equitable
principles. These equitable principles are generally designed to relieve the    
borrower from the legal effect of his defaults under the loan documents.        
Examples of judicial remedies that have been fashioned include judicial         
requirements that the lender undertake affirmative and expensive actions to     
determine the causes of the borrower's default and the likelihood that the      
borrower will be able to reinstate the loan. In some cases, courts have         
substituted their judgment for the lender's judgment and have required that     
lenders reinstate loans or recast payment schedules in order to accommodate     
borrowers who are suffering from temporary financial disability. In other cases,
courts have limited the right of the lender to foreclose if the default under   
the mortgage instrument is not monetary, such as the borrower's failing to      
maintain adequately the property or the borrower's executing a second mortgage  
or deed of trust affecting the property. Finally, some courts have been faced   
with the issue of whether or not federal or state constitutional provisions     
reflecting due process concerns for adequate notice require that borrowers under
deeds of trust or mortgages receive                                             

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notices in addition to the statutorily prescribed minimum. For the most part,   
these cases have upheld the notice provisions as being reasonable or have found 
that the sale by a trustee under a deed of trust, or under a mortgage having a  
power of sale, does not involve sufficient state action to afford               
constitutional protections to the borrower.                                     

     Under the REMIC provisions of the Code and under the related Agreement, the
Master Servicer or Special Servicer, if any, may be required to hire an         
independent contractor to operate any REO Property. The costs of such operation 
may be significantly greater than the costs of direct operation by the Master   
Servicer or Special Servicer, if any. See "Servicing of the Mortgage            
Loans--Collections and Other Servicing Procedures."                             

ENVIRONMENTAL RISKS                                                             

   Real property pledged as security to a lender may be subject to potential
environmental risks. Of particular concern may be those mortgaged properties    
which are, or have been, the site of manufacturing, industrial or disposal      
activity. Such environmental risks may give rise to a diminution in value of    
property securing any Mortgage Loan or, as more fully described below, liability
for cleanup costs or other remedial actions, which liability could exceed the   
value of such property or the principal balance of the related Mortgage Loan. In
certain circumstances, a lender may choose not to foreclose on contaminated     
property rather than risk incurring liability for remedial actions.             

Under the laws of certain states where the Mortgaged Properties are   
located, the owner's failure to perform remedial actions required under         
environmental laws may in certain circumstances give rise to a lien on the      
Mortgaged Property to ensure the reimbursement of remedial costs incurred by the
state. In several states such lien has priority over the lien of an existing    
mortgage against such property. Because the costs of remedial action could be   
substantial, the value of a Mortgaged Property as collateral for a Mortgage Loan
could be adversely affected by the existence of an environmental condition      
giving rise to a lien.                                                          

     Under some circumstances, cleanup costs, or the obligation to take remedial
actions, can be imposed on a secured lender such as the Trust Fund with respect 
to each Series. Under the laws of some states and under the federal             
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,  
as amended ("CERCLA"), current ownership or operation of a property provides a  
sufficient basis for imposing liability for the costs of addressing prior or    
current releases or threatened releases of hazardous substances on that         
property. Under such laws, a secured lender who holds indicia of ownership      
primarily to protect its interest in a property may, by virtue of holding such  
indicia, fall within the literal terms of the definition of "owner or operator";
consequently, such laws often specifically exclude such a secured lender from   
the definitions of "owner" or "operator," provided that the lender does not     
participate in the management of the facility.                                  

Whether actions taken by a secured creditor would constitute such     
participation in the management of a facility or property, so that the lender   
loses the protection of the secured creditor exclusion, has been a matter of    
judicial interpretation of the statutory language, and court decisions have     
historically been inconsistent. Recent amendments to CERCLA attempt to address  
the judicial inconsistency by listing permissible actions that may be undertaken
by a lender holding security in a contaminated facility without exceeding the   
bounds of the secured-creditor exemption subject to certain conditions. In      
addition, under the amendments, a lender continues to be protected from CERCLA  
liability as an "owner or operator" after foreclosure as long as it seeks to    
divest itself of the facility at the earliest practicable commercially          
reasonable time on commercially reasonable terms, taking into account market    
conditions and legal and regulatory requirements. However, the protections      
afforded lenders under the amendments are themselves subject to terms and       
conditions that have not been clarified by the courts. Moreover, the CERCLA     
secured-creditor exemption does not necessarily affect the potential for        
liability in actions under other federal or state laws which may impose         
liability on "owners or operators" but do not incorporate the secured-creditor  
exemption.                                                                      

   Except as otherwise specified in the applicable Prospectus Supplement, at
the time the Mortgage Loans were originated, it is possible that no             
environmental assessment or a very limited environmental assessment of the      
Mortgaged Properties was conducted.                                             

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The related Agreement will provide that the Master Servicer, acting on
behalf of the Trust Fund, may not acquire title to, or possession of, a         
Mortgaged Party underlying a Mortgage Loan, take over its operation or take any 
other action that might subject a given Trust Fund to liability under CERCLA or 
comparable laws unless the Master Servicer has previously determined, based upon
a Phase I or other specified environmental assessment prepared by a person who  
regularly conducts such environmental assessments, that the Mortgaged Property  
is in compliance with applicable environmental laws and that there are no       
circumstances relating to use, management or disposal of any hazardous          
substances for which investigation, monitoring, containment, clean-up or        
remediation could be required under applicable environmental laws, or that it   
would be in the best economic interest of a given Trust Fund to take such       
actions as are necessary to bring the Mortgaged Property into compliance        
therewith or as may be required under such laws. This requirement effectively   
precludes enforcement of the security for the related Note until a satisfactory 
environmental assessment is obtained or any required remedial action is taken,  
reducing the likelihood that a given Trust Fund will become liable for any      
environmental conditions affecting a Mortgaged Property, but making it more     
difficult to realize on the security for the Mortgage Loan. However, there can  
be no assurance that any environmental assessment obtained by the Master        
Servicer will detect all possible environmental conditions or that the other    
requirements of the Agreement, even if fully observed by the Master Servicer,   
will in fact insulate a given Trust Fund from liability for environmental       
conditions.                                                                     

     If a lender is or becomes liable for clean-up costs, it may bring an action
for contribution against the current owners or operators, the owners or         
operators at the time of on-site disposal activity or any other party who       
contributed to the environmental hazard, but such persons or entities may be    
bankrupt or otherwise judgment-proof. Furthermore, such action against the      
Borrower may be adversely affected by the limitations on recourse in the loan   
documents. Similarly, in some states anti-deficiency legislation and other      
statutes requiring the lender to exhaust its security before bringing a personal
action against the borrower-trustor (see "--Anti-Deficiency Legislation" below) 
may curtail the lender's ability to recover from its borrower the environmental 
clean-up and other related costs and liabilities incurred by the lender.        
Shortfalls occurring as the result of imposition of any clean-up costs will be  
addressed in the Prospectus Supplement and Agreement for the related Series.    

RIGHTS OF REDEMPTION                                                            

     The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from     
exercise of their "equity of redemption." The doctrine of equity of redemption  
provides that, until the property covered by a mortgage has been sold in        
accordance with a properly conducted foreclosure and foreclosure sale, those    
having an interest which is subordinate to that of the foreclosing mortgagee    
have an equity of redemption and may redeem the property by paying the entire   
debt with interest. In addition, in some states, when a foreclosure action has  
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the 
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.                                                                     

  The equity of redemption is generally a common-law (non-statutory) right
which exists prior to completion of the foreclosure, is not waivable by the     
mortgagor, must be exercised prior to foreclosure sale and should be            
distinguished from the post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the        
mortgagor and foreclosed junior lienors are given a statutory period in which to
redeem the property from the foreclosure sale. In some states, statutory        
redemption may occur only upon payment of the foreclosure sale price. In other  
states, redemption may be authorized if the former mortgagor pays only a portion
of the sums due. The effect of a statutory right of redemption is to diminish   
the ability of the lender to sell the foreclosed property. The exercise of a    
right of redemption would defeat the title of any purchaser from a foreclosure  
sale or sale under a deed of trust. Consequently, the practical effect of the   
redemption right is to force the lender to maintain the property and pay the    
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial          
foreclosure, but not following a trustee's sale under a deed of trust.          

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Under the REMIC Regulations currently in effect, property acquired by 
foreclosure generally must not be held beyond the close of the third calendar   
year following the year of acquisition. With respect to a series of Certificates
for which an election is made to qualify the Trust Fund or a part thereof as a  
REMIC, the Agreement will permit foreclosed property to be held beyond the close
of such third calendar year if the Trustee receives (i) an extension from the   
Internal Revenue Service or (ii) an opinion of counsel to the effect that       
holding such property for such period is permissible under the REMIC            
Regulations.                                                                    

ANTI-DEFICIENCY LEGISLATION                                                     

    Some of the Mortgage Loans included in the Mortgage Pool for a Series will
be nonrecourse loans as to which, in the event of default by a Borrower,        
recourse may be had only against the specific property pledged to secure the    
related Mortgage Loan and not against the Borrower's other assets. Even if      
recourse is available pursuant to the terms of the Mortgage Loan against the    
Borrower's assets in addition to the Mortgaged Property, certain states have    
imposed statutory prohibitions which impose prohibitions against or limitations 
on such recourse. For example, some state statutes limit the right of the       
beneficiary or mortgagee to obtain a deficiency judgment against the borrower   
following foreclosure or sale under a deed of trust. A deficiency judgment is a 
personal judgment against the former borrower equal in most cases to the        
difference between the net amount realized upon the public sale of the real     
property and the amount due to the lender. Other statutes require the           
beneficiary or mortgagee to exhaust the security afforded under a deed of trust 
or mortgage by foreclosure in an attempt to satisfy the full debt before        
bringing a personal action against the borrower. In certain states, the lender  
has the option of bringing a personal action against the borrower on the debt   
without first exhausting such security; however, in some of these states, the   
lender, following judgment on such personal action, may be deemed to have       
elected a remedy and may be precluded from exercising remedies with respect to  
the security. Consequently, the practical effect of the election requirement,   
when applicable, is that lenders will usually proceed first against the security
rather than bringing personal action against the borrower. Other statutory      
provisions limit any deficiency judgment against the former borrower following a
judicial sale to the excess of the outstanding debt over the fair market value  
of the property at the time of the public sale. The purpose of these statutes is
generally to prevent a beneficiary or a mortgagee from obtaining a large        
deficiency judgment against the former borrower as a result of low bids or the  
absence of bids at the judicial sale.                                           

  Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans       
secured by the fee estate of the mortgagor. The most significant of these risks 
is that the ground lease creating the leasehold estate could terminate, leaving 
the leasehold mortgagee without its security. The ground lease may terminate if,
among other reasons, the ground lessee breaches or defaults in its obligations  
under the ground lease or there is a bankruptcy of the ground lessee or the     
ground lessor. This risk may be minimized if the ground lease contains certain  
provisions protective of the mortgagee, but the ground leases that secure       
Mortgage Loans may not contain some of these protective provisions, and         
mortgages may not contain the other protections discussed in the next paragraph.
Protective ground lease provisions include the right of the leasehold mortgagee 
to receive notices from the ground lessor of any defaults by the mortgagor; the 
right to cure such defaults, with adequate cure periods; if a default is not    
susceptible of cure by the leasehold mortgagee, the right to acquire the        
leasehold estate through foreclosure or otherwise; the ability of the ground    
lease to be assigned to and by the leasehold mortgagee or purchaser at a        
foreclosure sale and for the concomitant release of the ground lessee's         
liabilities thereunder; and the right of the leasehold mortgagee to enter into a
new ground lease with the ground lessor on the same terms and conditions as the 
old ground lease in the event of a termination thereof.                         

     In addition to the foregoing protections, a leasehold mortgagee may require
that the ground lease or leasehold mortgage prohibit the ground lessee from     
treating the ground lease as terminated in the event of the ground lessor's     
bankruptcy and rejection of the ground lease by the trustee for the             
debtor-ground lessor. As further protection, a leasehold mortgage may provide   
for the assignment of the debtor-ground lessee's right to reject a lease        
pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as amended (11    
U.S.C.) (the "Bankruptcy Code"), although the enforceability of such clause has 
not been established. Without the protections described in the foregoing        
paragraph, a leasehold mortgagee may lose the                                   

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collateral securing its leasehold mortgage. In addition, terms and conditions   
of a leasehold mortgage are subject to the terms and conditions of the ground   
lease. Although certain rights given to a ground lessee can be limited by the   
terms of a leasehold mortgage, the rights of a ground lessee or a leasehold     
mortgagee with respect to, among other things, insurance, casualty and          
condemnation will be governed by the provisions of the ground lease.            

BANKRUPTCY LAWS                                                                 

 The Bankruptcy Code and related state laws may interfere with or affect
the ability of a lender to realize upon collateral and/or to enforce a          
deficiency judgment. For example, under the Bankruptcy Code, virtually all      
actions (including foreclosure actions and deficiency judgment proceedings) are 
automatically stayed upon the filing of the bankruptcy petition, and, usually,  
no interest or principal payments are made during the course of the bankruptcy  
case. The delay and the consequences thereof caused by such automatic stay can  
be significant. Also, under the Bankruptcy Code, the filing of a petition in    
bankruptcy by or on behalf of a junior lienor may stay the senior lender from   
taking action to foreclose out such junior lien.                                

Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured by
property of the debtor may be modified under certain circumstances. The         
outstanding amount of the loan secured by the real property may be reduced to   
the then-current value of the property (with a corresponding partial reduction  
of the amount of lender's security interest) pursuant to a confirmed plan or    
lien avoidance proceeding, thus leaving the lender a general unsecured creditor 
for the difference between such value and the outstanding balance of the loan.  
Other modifications may include the modification or denial of enforceability of 
due-on-sale or due-on-encumbrance clauses, the reduction in the amount of each  
scheduled payment, which reduction may result from a reduction in the rate of   
interest and/or the alteration of the repayment schedule (with or without       
affecting the unpaid principal balance of the loan), and/or an extension (or    
reduction) of the final maturity date. Some courts with federal bankruptcy      
jurisdiction have approved plans, based on the particular facts of the          
reorganization case, that effected the curing of a mortgage loan default by     
paying arrearages over a number of years. Also, under federal bankruptcy law, a 
bankruptcy court may permit a debtor through its rehabilitative plan to         
de-accelerate a secured loan and to reinstate the loan even though the lender   
accelerated the mortgage loan and final judgment of foreclosure had been entered
in state court (provided no sale of the property had yet occurred) prior to the 
filing of the debtor's petition. This may be done even if the full amount due   
under the original loan is never repaid.                                        

   The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in 
the post-petition leases, rents and hotel revenues, unless a bankruptcy court   
orders to the contrary "based on the equities of the case." Thus, unless a court
orders otherwise, revenues from a Mortgaged Property generated after the date   
the bankruptcy petition is filed will constitute "cash collateral" under the    
Bankruptcy Code. Debtors may only use cash collateral upon obtaining the        
lender's consent or a prior court order finding that the lender's interest in   
the Mortgaged Properties and the cash collateral is "adequately protected" as   
such term is defined and interpreted under the Bankruptcy Code. It should be    
noted, however, that the court may find that the lender has no security interest
in either pre-petition or post-petition revenues if the court finds that the    
loan documents do not contain language covering accounts, room rents, or other  
forms of personalty necessary for a security interest to attach to hotel        
revenues.                                                                       

     To the extent that a mortgagor's ability to make payment on a mortgage loan
is dependent on its receipt of payments of rent under a lease of the related    
property, such ability may be impaired by the commencement of a bankruptcy      
proceeding relating to a lessee under such lease. Under the Bankruptcy Code, the
commencement of a bankruptcy proceeding in which the lessee is the debtor       
results in a stay in bankruptcy against the commencement or continuation of any 
state court proceeding for past due rent, for accelerated rent, for damages or  
for a summary eviction order with respect to a default under the lease that     
occurred prior to the filing of the lessee's petition.                          

In addition, the Bankruptcy Code generally provides that a trustee or 
debtor-in-possession may, subject to approval of the court, (a) assume the lease
and retain it or assign it to a third party or (b) reject                       

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the lease. If the lease is assumed, the trustee or debtor in possession (or     
assignee, if applicable) must cure any defaults under the lease, compensate the 
lessor for its losses and provide the lessor with "adequate assurance" of       
future performance. Such remedies may be insufficient, however, as the lessor   
may be forced to continue under the lease with a lessee that is a poor credit   
risk or an unfamiliar tenant if the lease was assigned, and any assurances      
provided to the lessor may, in fact, be inadequate. If the lease is rejected,   
the lessor will be treated as an unsecured creditor with respect to its claim   
for damages for termination of the lease. In addition, pursuant to Section      
502(b)(6) of the Bankruptcy Code, a lessor's damages for lease rejection in     
respect of future rent installments are limited to the rent reserved by the     
lease, without acceleration, for the greater of one year, or 15%, not to exceed 
three years, of the remaining term of the lease.                                

In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor under 
the related Mortgage Loan to the Trust Fund. Payments on long-term debt may be  
protected from recovery as preferences if they are payments in the ordinary     
course of business made on debts incurred in the ordinary course of business.   
Whether any particular payment would be protected depends upon the facts        
specific to a particular transaction.                                           

A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of     
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state  
statutes and general principles of equity may also provide a mortgagor with     
means to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws  
of certain states also give priority to certain tax liens over the lien of a    
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that   
actions of the mortgagee have been unreasonable, the lien of the related        
mortgage may be subordinated to the claims of unsecured creditors.              

   Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil," a          
bankruptcy court, in the exercise of its equitable powers, also has the         
authority to order that the assets and liabilities of a related entity be       
consolidated with those of an entity before it. Thus, property ostensibly the   
property of one entity may be determined to be the property of a different      
entity in bankruptcy, the automatic stay applicable to the first bankrupt entity
extended to the second and the rights of creditors of the second entity impaired
in the fashion set forth above in the discussion of ordinary bankruptcy         
principles. Depending on facts and circumstances not wholly in existence at the 
time a loan is originated or transferred to the Trust Fund, the application of  
any of these doctrines to one or more of the mortgagors in the context of the   
bankruptcy of one or more of their affiliates could result in material          
impairment of the rights of the Certificateholders. For each mortgagor that is  
described as a "special purpose entity," "single purpose entity" or             
"bankruptcy-remote entity" in the Prospectus Supplement, the activities that may
be conducted by such mortgagor and its ability to incur debt are restricted by  
the applicable Mortgage or the organizational documents of such mortgagor in    
such manner as is intended to make the likelihood of a bankruptcy proceeding    
being commenced by or against such mortgagor remote, and such mortgagor has been
organized and is designed to operate in a manner such that its separate         
existence should be respected notwithstanding a bankruptcy proceeding in respect
of one or more affiliated entities of such mortgagor. However, the Depositor    
makes no representation as to the likelihood of the institution of a bankruptcy 
proceeding by or in respect of any mortgagor or the likelihood that the separate
existence of any mortgagor would be respected if there were to be a bankruptcy  
proceeding in respect of any affiliated entity of a mortgagor.                  

ENFORCEABILITY OF CERTAIN PROVISIONS                                            

Default Interest Prepayment Charges and Prepayment                          

Forms of notes and mortgages used by lenders may contain provisions   
obligating the mortgagor to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees  
or yield maintenance penalties if the obligation is paid prior to maturity or   
prohibit such prepayment for a specified period. In certain states, there are or
may be specific limitations upon the late charges which a lender may collect    
from a mortgagor for delinquent payments. Certain                               

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states also limit the amounts that a lender may collect from a mortgagor as an  
additional charge if the loan is prepaid. The enforceability, under the laws of 
a number of states of provisions providing for prepayment fees or penalties     
upon, or prohibition of, an involuntary prepayment is unclear, and no assurance 
can be given that, at the time a Prepayment Premium is required to be made on a 
Mortgage Loan in connection with an involuntary prepayment, the obligation to   
make such payment, or the provisions of any such prohibition, will be           
enforceable under applicable state law. The absence of a restraint on           
prepayment, particularly with respect to Mortgage Loans having higher Mortgage  
Rates, may increase the likelihood of refinancing or other early retirements of 
the Mortgage Loans.                                                             

Due-on-Sale Provisions                                                      

Certain of the Mortgage Loans may contain due-on-sale clauses. These  
clauses generally provide that the lender may accelerate the maturity of the    
loan if the mortgagor sells or otherwise transfers the mortgaged property.      
Certain of these clauses may provide that, upon an attempted breach thereof by  
the mortgagor of an otherwise non-recourse loan, the mortgager becomes          
personally liable for the mortgage debt. The enforceability of due-on-sale      
clauses has been the subject of legislation or litigation in many states and, in
some cases, the enforceability of these clauses was limited or denied. However, 
with respect to certain loans the Garn-St Germain Depository Institutions Act of
1982 preempts state constitutional, statutory and case law that prohibits the   
enforcement of due-on-sale clauses and permits lenders to enforce these clauses 
in accordance with their terms subject to certain limited exceptions. Unless    
otherwise provided in the related Prospectus Supplement, a Master Servicer, on  
behalf of the Trust Fund, will determine whether to exercise any right the      
Trustee may have as mortgagee to accelerate payment of any such Mortgage Loan or
to withhold its consent to any transfer or further encumbrance in accordance    
with the general servicing standard described herein under "Description of the  
Agreements--Collection and Other Servicing Procedures."                         

Acceleration on Default                                                     

    Some of the Mortgage Loans included in the Mortgage Pool for a Series will
include a "debt-acceleration" clause, which permits the lender to accelerate the
full debt upon a monetary or nonmonetary default of the Borrower. The courts of 
all states will enforce clauses providing for acceleration in the event of a    
material payment default after giving effect to any appropriate notices. The    
courts of any state, however, may refuse to permit foreclosure of a mortgage or 
deed of trust when an acceleration of the indebtedness would be inequitable or  
unjust or the circumstances would render the acceleration unconscionable.       
Furthermore, in some states, the Borrower may avoid foreclosure and reinstate an
accelerated loan by paying only the defaulted amounts and the costs and         
attorneys' fees incurred by the lender in collecting such defaulted payments.   

     State courts also are known to apply various legal and equitable principles
to avoid enforcement of the forfeiture provisions of Installment Contracts. For 
example, a lender's practice of accepting late payments from the borrower may be
deemed a waiver of the forfeiture clause. State courts also may impose equitable
grace periods for payment of arrearages or otherwise permit reinstatement of the
contract following a default. Not infrequently, if a borrower under an          
Installment Contract has significant equity in the property, equitable          
principles will be applied to reform or reinstate the contract or to permit the 
borrower to share the proceeds upon a foreclosure sale of the property if the   
sale price exceeds the debt.                                                    

Soldiers' and Sailors' Relief Act                                           

    Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a Borrower who enters military service after the    
origination of such Borrower's Mortgage Loan (including a Borrower who is a     
member of the National Guard or is in reserve status at the time of the         
origination of the Mortgage Loan and is later called to active duty) may not be 
charged interest (including fees and charges) above an annual rate of 6% during 
the period of such Borrower's active duty status, unless a court orders         
otherwise upon application of the lender. Any shortfall in interest collections 
resulting from the application of the Relief Act, to the extent not covered by  
any applicable Enhancements, could result in losses to the Holders of the       
Certificates. The Relief Act applies to mortgagors who are members of the       

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Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and       
officers of the U.S. Public Health Service assigned to duty with the military.  
Because the Relief Act applies to mortgagors who enter military service         
(including reservists who are later called to active duty) after origination of 
the related Mortgage Loan, no information can be provided as to the number of   
Mortgage Loans that may be affected by the Relief Act. Some of the Mortgaged    
Properties relating to Mortgage Loans included in the Mortgage Pool for a       
Series may be owned by Borrowers who are individuals. In addition, the Relief   
Act imposes limitations which would impair the ability of the Master Servicer   
to foreclose on an affected Mortgage Loan during the Borrower's period of       
active duty status and, under certain circumstances, during an additional three 
months thereafter. Thus, in the event that such a Mortgage Loan goes into       
default, there may be delays and losses occasioned by the inability to realize  
upon the Mortgage Property in a timely fashion.                                 

APPLICABILITY OF USURY LAWS                                                     

   State and federal usury laws limit the interest that lenders are entitled
to receive on a mortgage loan. In determining whether a given transaction is    
usurious, courts may include charges in the form of "points" and "fees" as      
"interest," but may exclude payments in the form of "reimbursement of           
foreclosure expenses" or other charges found to be distinct from "interest." If,
however, the amount charged for the use of the money loaned is found to exceed a
statutorily established maximum rate, the form employed and the degree of       
overcharge are both immaterial. Statutes differ in their provision as to the    
consequences of a usurious loan. One group of statutes requires the lender to   
forfeit the interest above the applicable limit or imposes a specified penalty. 
Under this statutory scheme, the borrower may have the recorded mortgage or deed
of trust cancelled upon paying its debt with lawful interest, or the lender may 
foreclose, but only for the debt plus lawful interest. A second group of        
statutes is more severe. A violation of this type of usury law results in the   
invalidation of the transaction, thereby permitting the borrower to have the    
recorded mortgage or deed of trust cancelled without any payment and prohibiting
the lender from foreclosing.                                                    

Under the Agreement, a representation and warranty will be made to the
effect that the Mortgage Loans included in a given Trust Fund complied at       
origination with applicable laws, including usury laws. If this representation  
and warranty is breached with respect to any Mortgage Loan in a manner that     
materially and adversely affects the interests of Certificateholders, a         
Substitute Mortgage Loan will be substituted for such Mortgage Loan or such     
Mortgage Loan will be repurchased in accordance with the applicable Agreement.  
See "The Mortgage Pools--Representations and Warranties."                       

 The Agreement for each Series will provide that the Master Servicer not
charge interest in excess of that permitted under any applicable state and      
federal usury laws, notwithstanding that the applicable Note may provide for a  
higher rate.                                                                    

ALTERNATIVE MORTGAGE INSTRUMENTS                                                

     Alternative mortgage instruments, including adjustable rate mortgage loans,
originated by non-federally chartered lenders have historically been subjected  
to a variety of restrictions. Such restrictions differed from state to state,   
resulting in difficulties in determining whether a particular alternative       
mortgage instrument originated by a state-chartered lender was in compliance    
with applicable law. These difficulties were alleviated substantially as a      
result of the enactment of Title VIII of the Garn-St Germain Act ("Title VIII").
Title VIII provides that, notwithstanding any state law to the contrary,        
state-chartered banks may originate alternative mortgage instruments in         
accordance with regulations promulgated by the Comptroller of the Currency with 
respect to origination of alternative mortgage instruments by national banks,   
state-chartered credit unions may originate alternative mortgage instruments in 
accordance with regulations promulgated by the National Credit Union            
Administration (the "NCUA") with respect to origination of alternative mortgage 
instruments by federal credit unions, and all other non-federally chartered     
housing creditors, including state-chartered savings and loan associations,     
state-chartered savings banks and mortgage banking companies, may originate     
alternative mortgage instruments in accordance with the regulations promulgated 
by the Federal Home Loan Bank Board (now the Office of Thrift Supervision) with 
respect to origination of alternative mortgage instruments by federal savings   
and                                                                             

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loan associations. Title VIII provides that any state may reject applicability  
of the provision of Title VIII by adopting, prior to October 15, 1985, a law or 
constitutional provision expressly rejecting the applicability of such          
provisions. Certain states have taken such action.                              

LEASES AND RENTS                                                                

Mortgages that encumber income-producing property often contain an    
assignment of rents and leases, pursuant to which the mortgagor assigns its     
right, title and interest as landlord under each lease and the income derived   
therefrom to the lender, while the mortgagor retains a revocable license to     
collect the rents for so long as there is no unremedied default. If the         
mortgagor defaults and such default is not remedied by the mortgagor within the 
cure period, if any, the license terminates and the lender is entitled to       
collect the rents. Local law may require that the lender take possession of the 
property and/or obtain a court-appointed receiver before becoming entitled to   
collect the rents. In most States, hotel and motel room rates are considered    
accounts receivable under the Uniform Commercial Code ("UCC"); generally these  
rates are either assigned by the mortgagor, which remains entitled to collect   
such rates absent a default, or pledged by the mortgagor, as security for the   
loans. In general, the lender must file financing statements in order to        
perfect its security interest in the rates and must file continuation           
statements, generally every five years, to maintain perfection of such security 
interest. Even if the lender's security interest in room rates is perfected     
under the UCC, the lender will generally be required to commence a foreclosure  
or otherwise take possession of the property in order to collect the room rates 
after a default. Even after a foreclosure, the potential rent payments from the 
property may be less than the periodic payments that had been due under the     
mortgage. For instance, the net income that would otherwise be generated from   
the property may be less than the amount that would have been needed to service 
the mortgage debt if the leases on the property are at below-market rents, or   
as the result of excessive maintenance, repair or other obligations which a     
lender succeeds to as landlord.                                                 

PERSONALTY                                                                      

Certain types of Mortgaged Properties, such as hotels, motels and     
industrial plants, are likely to derive a significant part of their value from  
personal property which does not constitute "fixtures" under applicable state   
real property law, and hence, would not be subject to the lien of a mortgage.   
Such property is generally pledged or assigned as security to the lender under  
the UCC. In order to perfect its security interest therein, the lender generally
must file UCC financing statements and, to maintain perfection of such security 
interest, file continuation statements generally every five years.              

SECONDARY FINANCING; DUE-ON-ENCUMBRANCE PROVISIONS                              

   Some of the Mortgage Loans included in the Mortgage Pool for a Series may
not restrict secondary financing, thereby permitting the Borrower to use the    
Mortgaged Property as security for one or more additional loans. Some of the    
Mortgage Loans may preclude secondary financing (often by permitting the first  
lender to accelerate the maturity of its loan if the Borrower further encumbers 
the Mortgaged Property) or may require the consent of the senior lender to any  
junior or substitute financing; however, such provisions may be unenforceable   
in certain jurisdictions under certain circumstances. The Agreement for each    
Series will provide that if any Mortgage Loan contains a provision in the       
nature of a "due-on-encumbrance" clause, which by its terms: (i) provides that  
such Mortgage Loan shall (or may at the mortgagee's option) become due and      
payable upon the creation of any lien or other encumbrance on the related       
Mortgaged Property; or (ii) requires the consent of the related mortgagee to    
the creation of any such lien or other encumbrance on the related Mortgaged     
Property, then for so long as such Mortgage Loan is included in a given Trust   
Fund, the Master Servicer or, if such Mortgage Loan is a Specially Serviced     
Mortgage Loan, the Special Servicer, if any, on behalf of such Trust Fund,      
shall exercise (or decline to exercise) any right it may have as the mortgagee  
of record with respect to such Mortgage Loan (x) to accelerate the payments     
thereon, or (y) to withhold its consent to the creation of any such lien or     
other encumbrance, in a manner consistent with the servicing standard set forth 
in the Agreement.                                                               

Where the Borrower encumbers the Mortgaged Property with one or more  
junior liens, the senior lender is subject to additional risk. First, the       
Borrower may have difficulty servicing and repaying multiple                    

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loans. Second, acts of the senior lender which prejudice the junior lender or   
impair the junior lender's security may create a superior equity in favor of    
the junior lender. For example, if the Borrower and the senior lender agree to  
an increase in the principal amount of or the interest rate payable on the      
senior loan, the senior lender may lose its priority to the extent an existing  
junior lender is prejudiced or the Borrower is additionally burdened. Third, if 
the Borrower defaults on the senior loan and/or any junior loan or loans, the   
existence of junior loans and actions taken by junior lenders can impair the    
security available to the senior lender and can interfere with, delay and in    
certain circumstances even prevent the taking of action by the senior lender.   
Fourth, the bankruptcy of a junior lender may operate to stay foreclosure or    
similar proceedings by the senior lender.                                       

FORFEITURES IN DRUG AND RICO PROCEEDINGS                                        

Federal law provides that property owned by persons convicted of      
drug-related crimes or of criminal violations of the Racketeer Influenced and   
Corrupt Organizations ("RICO") statute can be seized by the government if the   
property was used in, or purchased with the proceeds of, such crimes. Under     
procedures contained in the Comprehensive Crime Control Act of 1984 (the "Crime 
Control Act"), the government may seize the property even before conviction.    
The government must publish notice of the forfeiture proceeding and may give    
notice to all parties "known to have an alleged interest in the property,"      
including the holders of mortgage loans.                                        

A lender may avoid forfeiture of its interest in the property if it   
establishes that: (i) its mortgage was executed and recorded before commission  
of the crime upon which the forfeiture is based, or (ii) the lender was, at the 
time of execution of the mortgage, "reasonably without cause to believe" that   
the property was used in, or purchased with the proceeds of, illegal drug or    
RICO activities.                                                                

CERTAIN LAWS AND REGULATIONS                                                    

The Mortgaged Properties will be subject to compliance with various   
federal, state and local statutes and regulations. Failure to comply (together  
with an inability to remedy any such failure) could result in material          
diminution in the value of a Mortgaged Property which could, together with the  
possibility of limited alternative uses for a particular Mortgaged Property     
(i.e., a nursing or convalescent home or hospital), result in a failure to      
realize the full principal amount of the related Mortgage Loan.                 

TYPE OF MORTGAGED PROPERTY                                                      

  The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties   
which are hospitals, nursing homes or convalescent homes may present special    
risks to lenders in large part due to significant governmental regulation of    
the operation, maintenance, control and financing of health care institutions.  
Mortgages on Mortgaged Properties which are owned by the Borrower under a       
condominium form of ownership are subject to the declaration, by-laws and other 
rules and regulations of the condominium association. Mortgaged Properties      
which are hotels or motels may present additional risk to the lender in that:   
(i) hotels and motels are typically operated pursuant to franchise, management  
and operating agreements which may be terminable by the operator; and (ii) the  
transferability of the hotel's operating, liquor and other licenses to the      
entity acquiring the hotel either through purchase or foreclosure is subject to 
the vagaries of local law requirements. In addition, Mortgaged Properties which 
are multifamily residential properties or cooperatively owned multifamily       
properties may be subject to rent control laws, which could impact the future   
cash flows of such properties.                                                  

AMERICANS WITH DISABILITIES ACT                                                 

  Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect           
individuals with disabilities, owners of public accommodations (such as hotels, 
restaurants, shopping centers, hospitals, schools and social service center     
establishments) must remove architectural and communication barriers which are  
structural in nature from existing places of public accommodation to the extent 
"readily achievable." In addition, under the ADA,                               

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alterations to a place of public accommodation or a commercial facility are to  
be made so that, to the maximum extent feasible, such altered portions are      
readily accessible to and usable by disabled individuals. The "readily          
achievable" standard takes into account, among other factors, the financial     
resources of the affected site, owner, landlord or other applicable Person. In  
addition to imposing a possible financial burden on the borrower in its         
capacity as owner or landlord, the ADA may also impose such requirements on a   
foreclosing lender who succeeds to the interest of the Borrower as owner or     
landlord. Furthermore, since the "readily achievable" standard may vary         
depending on the financial condition of the owner or landlord, a foreclosing    
lender who is financially more capable than the Borrower of complying with the  
requirements of the ADA may be subject to more stringent requirements than      
those to which the Borrower is subject.                                         

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

The following represents the opinion of Brown & Wood LLP, Cadwalader, 
Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in the related
Prospectus Supplement) as to the matters discussed herein. The following is a   
general discussion of the anticipated material federal income tax consequences  
of the purchase, ownership and disposition of Certificates. The discussion below
does not purport to address all federal income tax consequences that may be     
applicable to particular categories of investors, some of which may be subject  
to special rules. The authorities on which this discussion is based are subject 
to change or differing interpretations, and any such change or interpretation   
could apply retroactively. This discussion reflects the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), as well as          
regulations (the "REMIC Regulations") promulgated by the U.S. Department of     
Treasury (the "Treasury"). Investors should consult their own tax advisors in   
determining the federal, state, local and other tax consequences to them of the 
purchase, ownership and disposition of Certificates.                            

     For purposes of this discussion, where the applicable Prospectus Supplement
provides for a fixed retained yield with respect to the Mortgage Loans          
underlying a Series of Certificates, references to the Mortgage will be deemed  
to refer to that portion of the Mortgage Loans held by the Trust Fund which does
not include the retained interest. References to a "holder" or                  
"Certificateholder" in this discussion generally mean the beneficial owner of a 
Certificate.                                                                    

REMIC CERTIFICATES

GENERAL                                                                         

 With respect to a particular Series of Certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets therein  
as one or more REMICs within the meaning of Code Section 860D. A Trust Fund or a
portion thereof as to which a REMIC election will be made will be referred to as
a "REMIC Pool". For purposes of this discussion, Certificates of a Series as to 
which one or more REMIC elections are made are referred to as "REMIC            
Certificates" and will consist of one or more Classes of "REMIC Regular         
Certificates" and one Class of "Residual Certificates" in the case of each REMIC
Pool. Qualification as a REMIC requires ongoing compliance with certain         
conditions. With respect to each Series of REMIC Certificates, Brown & Wood LLP,
Cadwalader, Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in
the related Prospectus Supplement), tax counsel to the Depositor, has advised   
the Depositor that in the firm's opinion, assuming (i) the making of such an    
election, (ii) compliance with the Agreement and (iii) compliance with any      
changes in the law, including any amendments to the Code or applicable Treasury 
regulations thereunder, each REMIC Pool will qualify as a REMIC. In such case,  
the REMIC Regular Certificates will be considered to be "regular interests" in  
the REMIC Pool and generally will be treated for federal income tax purposes as 
if they were newly originated debt instruments, and the Residual Certificates   
will be considered to be "residual interests" in the REMIC Pool. The Prospectus 
Supplement for each Series of Certificates will indicate whether one or more    
REMIC elections with respect to the related Trust Fund will be made, in which   
event references to "REMIC" or "REMIC Pool" herein shall be deemed to refer to  
each such REMIC Pool. If so specified in the applicable Prospectus Supplement,  
the portion of a Trust Fund as to which a REMIC election is not made may be     
treated as a grantor trust for federal income tax purposes. See "--Grantor Trust
Certificates."                                                                  

STATUS OF REMIC CERTIFICATES                                                    

  REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of    
Code Section 7701(a)(19)(C)(xi) but only in the same proportion that the assets 
of the REMIC Pool would be treated as "loans . . . secured by an interest in    
real property which is . . . residential real property" (such as single family  
or multifamily properties, but not commercial properties) within the meaning of 
Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section     
7701(a)(19)(C), and otherwise will not qualify for such treatment. REMIC        
Certificates held by a real estate investment trust will constitute "real estate
assets" within the meaning                                                      

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of Code Section 856(c)(4)(A), and interest on the REMIC Regular Certificates    
and income with respect to Residual Certificates will be considered "interest   
on obligations secured by mortgages on real property or on interests in real    
property" within the meaning of Code Section 856(c)(3)(B) in the same           
proportion that, for both purposes, the assets of the REMIC Pool would be so    
treated. If at all times 95% or more of the assets of the REMIC Pool qualify    
for each of the foregoing respective treatments, the REMIC Certificates will    
qualify for the corresponding status in their entirety. For purposes of Code    
Section 856(c)(4)(A), payments of principal and interest on the Mortgage Loans  
that are reinvested pending distribution to holders of REMIC Certificates       
qualify for such treatment. Where two or more REMIC Pools are a part of a       
tiered structure they will be treated as one REMIC for purposes of the tests    
described above respecting asset ownership of more or less than 95%. In         
addition, if the assets of the REMIC include buy-down Mortgage Loans, it is     
possible that the percentage of such assets constituting "qualifying real       
property loans" or "loans . . . secured by an interest in real property" for    
purposes of Code Section 7701(a)(19)(C)(v), respectively, may be required to be 
reduced by the amount of the related buy-down funds. Except as provided in the  
applicable Prospectus Supplement with respect to a Series, REMIC Regular        
Certificates will represent "qualified mortgages," within the meaning of Code   
Section 860G(a)(3), for other REMICs and "permitted assets," within the meaning 
of Code Section 860L(c), for financial asset securitization investment trusts.  
REMIC Certificates held by a regulated investment company will not constitute   
"Government securities" within the meaning of Code Section 851(b)(4)(A)(i).     
REMIC Certificates held by certain financial institutions will constitute an    
"evidence of indebtedness" within the meaning of Code Section 582(c)(1). The    
Small Business Job Protection Act of 1996 (the "SBJPA of 1996") repealed the    
reserve method for bad debts of domestic building and loan associations and     
mutual savings banks, and thus has eliminated the asset category of "qualifying 
real property loans" in former Code Section 593(d) for taxable years beginning  
after December 31, 1995. The requirement in the SBJPA of 1996 that such         
institutions must "recapture" a portion of their existing bad debt reserves is  
suspended if a certain portion of their assets are maintained in "residential   
loans" under Code Section 7701(a)(19)(C)(v), but only if such loans were made   
to acquire, construct or improve the related real property and not for the      
purpose of refinancing. However, no effort will be made to identify the portion 
of the Mortgage Loans of any Series meeting this requirement, and no            
representation is made in this regard.                                          

QUALIFICATION AS A REMIC                                                        

  In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the 
Code. The REMIC Pool must fulfill an asset test, which requires that no more    
than a de minimis portion of the assets of the REMIC Pool, as of the close of   
the third calendar month beginning after the "Startup Day" (which for purposes  
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and    
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the de minimis requirement is met if at all times the aggregate adjusted  
basis of the nonqualified assets is less than 1% of the aggregate adjusted basis
of all the REMIC Pool's assets. An entity that fails to meet the safe harbor may
nevertheless demonstrate that it holds no more than a de minimis amount of      
nonqualified assets. A REMIC also must provide "reasonable arrangements" to     
prevent its residual interest from being held by "disqualified organizations"   
and must furnish applicable tax information to transferors or agents that       
violate this requirement. See "--Taxation of Residual Certificates--Tax-Related 
Restrictions on Transfer of Residual Certificates--Disqualified Organizations." 

  A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on   
the Startup Day or is purchased by the REMIC Pool within a three-month period   
thereafter pursuant to a fixed price contract in effect on the Startup Day.     
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,   
certificates of beneficial interest in a grantor trust that holds mortgage      
loans, such as MBS, regular interests in another REMIC, such as MBS in a trust  
as to which a REMIC election has been made, loans secured by timeshare interests
and loans secured by shares held by a tenant stockholder in a cooperative       
housing corporation, provided, in general, (i) the fair market value of the real
property security (including buildings and structural                           

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components thereof) is at least 80% of the principal balance of the related     
Mortgage Loan or mortgage loan underlying the Mortgage Certificate either at    
origination or as of the Startup Day (an original loan-to-value ratio of not    
more than 125% with respect to the real property security) or (ii)              
substantially all the proceeds of the Mortgage Loan or the underlying mortgage  
loan were used to acquire, improve or protect an interest in real property      
that, at the origination date, was the only security for the Mortgage Loan or   
underlying mortgage loan. If the Mortgage Loan has been substantially modified  
other than in connection with a default or reasonably foreseeable default, it   
must meet the loan-to-value test in (i) of the preceding sentence as of the     
date of the last such modification). A qualified mortgage includes a qualified  
replacement mortgage, which is any property that would have been treated as a   
qualified mortgage if it were transferred to the REMIC Pool on the Startup Day  
and that is received either (i) in exchange for any qualified mortgage within a 
three-month period thereafter or (ii) in exchange for a "defective obligation"  
within a two-year period thereafter. A "defective obligation" includes (i) a    
mortgage in default or as to which default is reasonably foreseeable, (ii) a    
mortgage as to which a customary representation or warranty made at the time of 
transfer to the REMIC Pool has been breached, (iii) a mortgage that was         
fraudulently procured by the mortgagor, and (iv) a mortgage that was not in     
fact principally secured by real property (but only if such mortgage is         
disposed of within 90 days of discovery). A Mortgage Loan that is "defective"   
as described in clause (iv) that is not sold or, if within two years of the     
Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified   
mortgage after such 90-day period.                                              

The REMIC Regulations provide that obligations secured by interests in
manufactured housing which qualify as "single family residences" within the     
meaning of Code Section 25(e)(10) may be treated as "qualified mortgages" of a  
REMIC. Under Code Section 25(e)(10), the term "single family residence" includes
any manufactured home which has a minimum of 400 square feet of living space and
a minimum width in excess of 102 inches and which is of a kind customarily used 
at a fixed location. With respect to each Series with respect to which          
Installment Contracts are included in a REMIC Pool, the Depositor will represent
and warrant that each of the manufactured homes securing the Installment        
Contracts meets this definition of "single family residence."                   

Permitted investments include cash flow investments, qualified reserve
assets and foreclosure property. A cash flow investment is an investment,       
earning a return in the nature of interest, of amounts received on or with      
respect to qualified mortgages for a temporary period, not exceeding 13 months, 
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide 
for payments of expenses of the REMIC Pool or amounts due on the regular or     
residual interests in the event of defaults (including delinquencies) on the    
qualified mortgages, lower than expected reinvestment returns, prepayment       
interest shortfalls and certain other contingencies. The reserve fund will be   
disqualified if more than 30% of the gross income from the assets in such fund  
for the year is derived from the sale or other disposition of property held for 
less than three months, unless required to prevent a default on the regular     
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the Mortgage Loans  
are received. Foreclosure property is real property acquired by the REMIC Pool  
in connection with the default or imminent default of a qualified mortgage and  
generally not held beyond the close of the third calendar year after the year of
acquisition, subject to an extension granted by the Internal Revenue Service    
(the "IRS").                                                                    

     In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool  
must be either of the following: (i) one or more classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are   
made pro rata. A regular interest is an interest in a REMIC Pool that is issued 
on the Startup Day with fixed terms, is designated as a regular interest, and   
unconditionally entitles the holder to receive a specified principal amount (or 
other similar amount), and provides that interest payments (or other similar    
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of  
the interest payments on qualified mortgages. Such a specified portion may      
consist of a fixed number of basis points, a fixed percentage of the total      

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interest, or a fixed or qualified variable or inverse variable rate on some or  
all of the qualified mortgages minus a different fixed or qualified variable    
rate. The specified principal amount of a regular interest that provides for    
interest payments consisting of a specified, nonvarying portion of interest     
payments on qualified mortgages may be zero. A residual interest is an interest 
in a REMIC Pool other than a regular interest that is issued on the Startup Day 
and that is designated as a residual interest. An interest in a REMIC Pool may  
be treated as a regular interest even if payments of principal with respect to  
such interest are subordinated to payments on other regular interests or the    
residual interest in the REMIC Pool, and are dependent on the absence of        
defaults or delinquencies on qualified mortgages or permitted investments,      
lower than reasonably expected returns on permitted investments, unanticipated  
expenses incurred by the REMIC Pool or prepayment interest shortfalls.          
Accordingly, the REMIC Regular Certificates of a Series will constitute one or  
more classes of regular interests, and the Residual Certificates with respect   
to that Series will constitute a single class of residual interests on which    
distributions are made pro rata.                                                

   If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,  
the Code provides that the entity will not be treated as a REMIC for such year  
and thereafter. In this event, an entity with multiple classes of ownership     
interests may be treated as a separate association taxable as a corporation     
under Treasury regulations, and the REMIC Regular Certificates may be treated as
equity interests therein. The Code, however, authorizes the Treasury Department 
to issue regulations that address situations where failure to meet one or more  
of the requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.        
Investors should be aware, however, that the Conference Committee Report to the 
Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be        
accompanied by sanctions, such as the imposition of a corporate tax on all or a 
portion of the REMIC Pool's income for the period of time in which the          
requirements for REMIC status are not satisfied.                                

TAXATION OF REMIC REGULAR CERTIFICATES                                          

General                                                                     

In general, interest, original issue discount and market discount on a
REMIC Regular Certificate will be treated as ordinary income to a holder of the 
REMIC Regular Certificate (the "Regular Certificateholder") as they accrue, and 
principal payments on a REMIC Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the REMIC     
Regular Certificate allocable thereto. Regular Certificateholders must use the  
accrual method of accounting with regard to REMIC Regular Certificates,         
regardless of the method of accounting otherwise used by such Regular           
Certificateholders.                                                             

Original Issue Discount                                                     

    Compound Interest Certificates will be, and other Classes of REMIC Regular
Certificates may be, issued with "original issue discount" within the meaning of
Code Section 1273(a). Holders of any Class of REMIC Regular Certificates having 
original issue discount generally must include original issue discount in       
ordinary income for federal income tax purposes as it accrues, in accordance    
with the constant yield method that takes into account the compounding of       
interest, in advance of receipt of the cash attributable to such income. The    
following discussion is based in part on temporary and final Treasury           
regulations issued on February 2, 1994 (the "OID Regulations"), as amended on   
June 14, 1996, under Code Sections 1271 through 1273 and 1275 and in part on the
provisions of the 1986 Act. Regular Certificateholders should be aware, however,
that the OID Regulations do not adequately address certain issues relevant to   
prepayable securities, such as the REMIC Regular Certificates. To the extent    
such issues are not addressed in such regulations, the Depositor intends to     
apply the methodology described in the Conference Committee Report to the 1986  
Act. No assurance can be provided that the IRS will not take a different        
position as to those matters not currently addressed by the OID Regulations.    
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to    
apply or depart from the OID Regulations where necessary or appropriate to      
ensure a reasonable tax result in light of the applicable statutory provisions. 
A tax result will not be considered unreasonable under the anti-abuse rule in   
the                                                                             

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absence of a substantial effect on the present value of a taxpayer's tax        
liability. Investors are advised to consult their own tax advisors as to the    
discussion herein and the appropriate method for reporting interest and         
original issue discount with respect to the REMIC Regular Certificates.         

Each REMIC Regular Certificate will be treated as a single installment
obligation for purposes of determining the original issue discount includible in
a Regular Certificateholder's income. The total amount of original issue        
discount on a REMIC Regular Certificate is the excess of the "stated redemption 
price at maturity" of the REMIC Regular Certificate over its "issue price." The 
issue price of a Class of REMIC Regular Certificates offered pursuant to this   
Prospectus generally is the first price at which a substantial amount of REMIC  
Regular Certificates of that Class is sold to the public (excluding bond houses,
brokers and underwriters). Although unclear under the OID Regulations, it is    
anticipated that the Trustee will treat the issue price of a Class as to which  
there is no substantial sale as of the issue date or that is retained by the    
Depositor as the fair market value of that Class as of the issue date. The issue
price of a REMIC Regular Certificate also includes the amount paid by an initial
Regular Certificateholder for accrued interest that relates to a period prior to
the issue date of the REMIC Regular Certificate, unless the Regular             
Certificateholder elects on its federal income tax return to exclude such amount
from the issue price and to recover it on the first Distribution Date. The      
stated redemption price at maturity of a REMIC Regular Certificate always       
includes the original principal amount of the REMIC Regular Certificate, but    
generally will not include distributions of stated interest if such interest    
distributions constitute "qualified stated interest." Under the OID Regulations,
qualified stated interest generally means interest payable at a single fixed    
rate or a qualified variable rate (as described below) provided that such       
interest payments are unconditionally payable at intervals of one year or less  
during the entire term of the REMIC Regular Certificate. It is possible that the
REMIC Regular Certificates will not be unconditionally payable because they have
no default remedy. However, because the underlying mortgage loans have default  
remedies, it is anticipated that, except as provided in the following three     
sentences, the Trustee will treat interest on the REMIC Regular Certificates as 
qualified stated interest. Distributions of interest on a Compound Interest     
Certificate, or on other REMIC Regular Certificates with respect to which       
deferred interest will accrue, will not constitute qualified stated interest, in
which case the stated redemption price at maturity of such REMIC Regular        
Certificates includes all distributions of interest as well as principal        
thereon. Likewise, the Depositor intends to treat an "interest only" class, or a
class on which interest is substantially disproportionate to its principal      
amount (a so-called "super-premium" class) as having no qualified stated        
interest. Where the interval between the issue date and the first Distribution  
Date on a REMIC Regular Certificate is shorter than the interval between        
subsequent Distribution Dates, the interest attributable to the additional days 
will be included in the stated redemption price at maturity.                    

Under a de minimis rule, original issue discount on a REMIC Regular   
Certificate will be considered to be zero if such original issue discount is    
less than 0.25% of the stated redemption price at maturity of the REMIC Regular 
Certificate multiplied by the weighted average maturity of the REMIC Regular    
Certificate. For this purpose, the weighted average maturity of the REMIC       
Regular Certificate is computed as the sum of the amounts determined by         
multiplying the number of full years (i.e., rounding down partial years) from   
the issue date until each distribution is scheduled to be made by a fraction,   
the numerator of which is the amount of each distribution included in the stated
redemption price at maturity of the REMIC Regular Certificate and the           
denominator of which is the stated redemption price at maturity of the REMIC    
Regular Certificate. The Conference Committee Report to the 1986 Act provides   
that the schedule of such distributions should be determined in accordance with 
the assumed rate of prepayment of the Mortgage Loans (the "Prepayment           
Assumption") and the anticipated reinvestment rate, if any, relating to the     
REMIC Regular Certificates. The Prepayment Assumption with respect to a Series  
of REMIC Regular Certificates will be set forth in the related Prospectus       
Supplement. Holders generally must report de minimis OID pro rata as principal  
payments are received, and such income will be capital gain if the REMIC Regular
Certificate is held as a capital asset. However, under the OID Regulations,     
Regular Certificateholders may elect to accrue all de minimis original issue    
discount as well as market discount and market premium under the constant yield 
method. See "--Election to Treat All Interest Under the Constant Yield Method." 

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    A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original 
issue discount on the REMIC Regular Certificate accrued during an accrual period
for each day on which it holds the REMIC Regular Certificate, including the date
of purchase but excluding the date of disposition. The Depositor will treat the 
monthly period ending on the day before each Distribution Date as the accrual   
period. With respect to each REMIC Regular Certificate, a calculation will be   
made of the original issue discount that accrues during each successive full    
accrual period (or shorter period from the date of original issue) that ends on 
the day before the related Distribution Date on the REMIC Regular Certificate.  
The Conference Committee Report to the 1986 Act states that the rate of accrual 
of original issue discount is intended to be based on the Prepayment Assumption.
The original issue discount accruing in a full accrual period would be the      
excess, if any, of (i) the sum of (a) the present value of all of the remaining 
distributions to be made on the REMIC Regular Certificate as of the end of that 
accrual period that are included in the REMIC Regular Certificate's stated      
redemption price at maturity and (b) the distributions made on the REMIC Regular
Certificate during the accrual period that are included in the REMIC Regular    
Certificate's stated redemption price at maturity, over (ii) the adjusted issue 
price of the REMIC Regular Certificate at the beginning of the accrual period.  
The present value of the remaining distributions referred to in the preceding   
sentence is calculated based on (i) the yield to maturity of the REMIC Regular  
Certificate at the issue date, (ii) events (including actual prepayments) that  
have occurred prior to the end of the accrual period and (iii) the Prepayment   
Assumption. For these purposes, the adjusted issue price of a REMIC Regular     
Certificate at the beginning of any accrual period equals the issue price of the
REMIC Regular Certificate, increased by the aggregate amount of original issue  
discount with respect to the REMIC Regular Certificate that accrued in all prior
accrual periods and reduced by the amount of distributions included in the REMIC
Regular Certificate's stated redemption price at maturity that were made on the 
REMIC Regular Certificate in such prior periods. The original issue discount    
accruing during any accrual period (as determined in this paragraph) will then  
be divided by the number of days in the period to determine the daily portion of
original issue discount for each day in the period. With respect to an initial  
accrual period shorter than a full accrual period, the daily portions of        
original issue discount must be determined according to an appropriate          
allocation under any reasonable method.                                         

Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder       
generally will increase to take into account prepayments on the REMIC Regular   
Certificates as a result of prepayments on the Mortgage Loans that exceed the   
Prepayment Assumption, and generally will decrease (but not below zero for any  
period) if the prepayments are slower than the Prepayment Assumption. An        
increase in prepayments on the Mortgage Loans with respect to a Series of REMIC 
Regular Certificates can result in both a change in the priority of principal   
payments with respect to certain Classes of REMIC Regular Certificates and      
either an increase or decrease in the daily portions of original issue discount 
with respect to such REMIC Regular Certificates.                                

Acquisition Premium                                                         

A purchaser of a REMIC Regular Certificate at a price greater than its
adjusted issue price but less than its stated redemption price at maturity will 
be required to include in gross income the daily portions of the original issue 
discount on the REMIC Regular Certificate reduced pro rata by a fraction, the   
numerator of which is the excess of its purchase price over such adjusted issue 
price and the denominator of which is the excess of the remaining stated        
redemption price at maturity over the adjusted issue price. Alternatively, such 
a subsequent purchaser may elect to treat all such acquisition premium under    
the constant yield method, as described below under the heading "--Election to  
Treat All Interest Under the Constant Yield Method."                            

Variable Rate REMIC Regular Certificates                                    

 REMIC Regular Certificates may provide for interest based on a variable
rate. Under the OID Regulations, interest is treated as payable at a variable   
rate if, generally, (i) the issue price does not exceed the original principal  
balance by more than a specified amount and (ii) the interest compounds or is   
payable at least annually at current values of (a) one or more "qualified       
floating rates," (b) a single fixed                                             

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rate and one or more qualified floating rates, (c) a single "objective rate" or 
(d) a single fixed rate and a single objective rate that is a "qualified        
inverse floating rate." A floating rate is a qualified floating rate if         
variations in the rate can reasonably be expected to measure contemporaneous    
variations in the cost of newly borrowed funds, where such rate is subject to a 
fixed multiple that is greater than 0.65 but not more than 1.35. Such rate may  
also be increased or decreased by a fixed spread or subject to a fixed cap or   
floor, or a cap or floor that is not reasonably expected as of the issue date   
to affect the yield of the instrument significantly. An objective rate is any   
rate (other than a qualified floating rate) that is determined using a single   
fixed formula and that is based on objective financial or economic information, 
provided that such information is not (i) within the control of the issuer or a 
related party or (ii) unique to the circumstances of the issuer or a related    
party. A qualified inverse floating rate is a rate equal to a fixed rate minus  
a qualified floating rate that inversely reflects contemporaneous variations in 
the cost of newly borrowed funds; an inverse floating rate that is not a        
qualified inverse floating rate may nevertheless be an objective rate. A Class  
of REMIC Regular Certificates may be issued under this Prospectus that does not 
have a variable rate under the foregoing rules, for example, a Class that bears 
different rates at different times during the period it is outstanding such     
that it is considered significantly "front-loaded" or "back-loaded" within the  
meaning of the OID Regulations. It is possible that such a Class may be         
considered to bear "contingent interest" within the meaning of the OID          
Regulations. The OID Regulations, as they relate to the treatment of contingent 
interest rate by their terms not applicable to REMIC Regular Certificates.      
However, if final regulations dealing with contingent interest with respect to  
REMIC Regular Certificates apply the same principles as the OID Regulations,    
such regulations may lead to different timing of income inclusion that would be 
the case under the OID Regulations. Furthermore, application of such principles 
could lead to the characterization of gain on the sale of contingent interest   
REMIC Regular Certificates as ordinary income. Investors should consult their   
tax advisors regarding the appropriate treatment of any REMIC Regular           
Certificate that does not pay interest at a fixed rate or variable rate as      
described in this paragraph.                                                    

     Under the REMIC Regulations, a REMIC Regular Certificate (i) bearing a rate
that qualifies as a variable rate under the OID Regulations that is tied to     
current values of a variable rate (or the highest, lowest or average of two or  
more variable rates, including a rate based on the average cost of funds of one 
or more financial institutions), or a positive or negative multiple of such a   
rate (plus or minus a specified number of basis points), or that represents a   
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more 
such variable rates for one or more periods or one or more fixed rates for one  
or more periods, and a different variable rate or fixed rate for other periods  
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise       
indicated in the applicable Prospectus Supplement, it is anticipated that the   
Trustee will treat REMIC Regular Certificates that qualify as regular interests 
under this rule in the same manner as obligations bearing a variable rate for   
original issue discount reporting purposes.                                     

The amount of original issue discount with respect to a REMIC Regular 
Certificate bearing a variable rate of interest will accrue in the manner       
described above under "Original Issue Discount" with the yield to maturity and  
future payments on such REMIC Regular Certificate generally to be determined by 
assuming that interest will be payable for the life of the REMIC Regular        
Certificate based on the initial rate (or, if different, the value of the       
applicable variable rate as of the pricing date) for the relevant Class. Unless 
otherwise specified in the applicable Prospectus Supplement, the Depositor      
intends to treat such variable interest as qualified stated interest, other than
variable interest on an interest-only or super-premium Class, which will be     
treated as non-qualified stated interest includible in the stated redemption    
price at maturity. Ordinary income reportable for any period will be adjusted   
based on subsequent changes in the applicable interest rate index.              

    Although unclear under the OID Regulations, the Depositor intends to treat
REMIC Regular Certificates bearing an interest rate that is a weighted average  
of the net interest rates on Mortgage Loans or MBS having fixed or adjustable   
rates, as having qualified stated interest. In the case of adjustable rate      
Mortgage Loans, the applicable index used to compute interest on the Mortgage   
Loans in effect on the pricing date (or possibly the issue date) will be deemed 
to be in effect beginning with the period in which                              

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the first weighted average adjustment date occurring after the issue date       
occurs. Adjustments will be made in each accrual period either increasing or    
decreasing the amount or ordinary income reportable to reflect the actual       
Pass-Through Rate on the REMIC Regular Certificates.                            

Deferred Interest                                                           

   Under the OID Regulations, all interest on a REMIC Regular Certificate as
to which there may be Deferred Interest is includible in the stated redemption  
price at maturity thereof. Accordingly, any Deferred Interest that accrues with 
respect to a Class of REMIC Regular Certificates may constitute income to the   
holders of such REMIC Regular Certificates prior to the time distributions of   
cash with respect to such Deferred Interest are made.                           

Market Discount                                                             

A purchaser of a REMIC Regular Certificate also may be subject to the 
market discount rules of Code Section 1276 through 1278. Under these Code       
sections and the principles applied by the OID Regulations in the context of    
original issue discount, "market discount" is the amount by which the           
purchaser's original basis in the REMIC Regular Certificate (i) is exceeded by  
the then-current principal amount of the REMIC Regular Certificate or (ii) in   
the case of a REMIC Regular Certificate having original issue discount, is      
exceeded by the adjusted issue price of such REMIC Regular Certificate at the   
time of purchase. Such purchaser generally will be required to recognize        
ordinary income to the extent of accrued market discount on such REMIC Regular  
Certificate as distributions includible in the stated redemption price at       
maturity thereof are received, in an amount not exceeding any such              
distribution. Such market discount would accrue in a manner to be provided in   
Treasury regulations and should take into account the Prepayment Assumption.    
The Conference Committee Report to the 1986 Act provides that until such        
regulations are issued, such market discount would accrue either (i) on the     
basis of a constant interest rate or (ii) in the ratio of stated interest       
allocable to the relevant period to the sum of the interest for such period     
plus the remaining interest as of the end of such period, or in the case of a   
REMIC Regular Certificate issued with original issue discount, in the ratio of  
original issue discount accrued for the relevant period to the sum of the       
original issue discount accrued for such period plus the remaining original     
issue discount as of the end of such period. Such purchaser also generally will 
be required to treat a portion of any gain on a sale or exchange of the REMIC   
Regular Certificate as ordinary income to the extent of the market discount     
accrued to the date of disposition under one of the foregoing methods, less any 
accrued market discount previously reported as ordinary income as partial       
distributions in reduction of the stated redemption price at maturity were      
received. Such purchaser will be required to defer deduction of a portion of    
the excess of the interest paid or accrued on indebtedness incurred to purchase 
or carry a REMIC Regular Certificate over the interest distributable thereon.   
The deferred portion of such interest expense in any taxable year generally     
will not exceed the accrued market discount on the REMIC Regular Certificate    
for such year. Any such deferred interest expense is, in general, allowed as a  
deduction not later than the year in which the related market discount income   
is recognized or the REMIC Regular Certificate is disposed of. As an            
alternative to the inclusion of market discount in income on the foregoing      
basis, the Regular Certificateholder may elect to include market discount in    
income currently as it accrues on all market discount instruments acquired by   
such Regular Certificateholder in that taxable year or thereafter, in which     
case the interest deferral rule will not apply. See "--Election to Treat All    
Interest Under the Constant Yield Method" below regarding an alternative manner 
in which such election may be deemed to be made.                                

Market discount with respect to a REMIC Regular Certificate will be   
considered to be zero if such market discount is less than 0.25% of the         
remaining stated redemption price at maturity of such REMIC Regular Certificate 
multiplied by the weighted average maturity of the REMIC Regular Certificate    
(determined as described above in the third paragraph under "--Original Issue   
Discount") remaining after the date of purchase. It appears that de minimis     
market discount would be reported in a manner similar to de minimis original    
issue discount. See "--Original Issue Discount" above. Treasury regulations     
implementing the market discount rules have not yet been issued, and therefore  
investors should consult their own tax advisors regarding the application of    
these rules. Investors should also consult Revenue Procedure 92-67 concerning   
the elections to include market discount in income currently and to accrue      
market discount on the basis of the constant yield method.                      

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Premium                                                                     

    A REMIC Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased at  
a premium. If the Regular Certificateholder holds such REMIC Regular            
Certificate as a "capital asset" within the meaning of Code Section 1221, the   
Regular Certificateholder may elect under Code Section 171 to amortize such     
premium under the constant yield method. Treasury regulations issued under Code 
Section 171 do not by their terms apply to REMIC Regular Certificates, which    
are prepayable based on prepayments on the underlying Mortgage Loans. However,  
the Conference Committee Report to the 1986 Act indicates a Congressional       
intent that the same rules that will apply to the accrual of market discount on 
installment obligations will also apply to amortizing bond premium under Code   
Section 171 on installment obligations such as the REMIC Regular Certificates,  
although it is unclear whether the alternatives to the constant yield method    
described above under "--Market Discount" are available. Amortizable bond       
premium will be treated as an offset to interest income on a REMIC Regular      
Certificate rather than as a separate deduction item. See "--Election to Treat  
All Interest Under the Constant Yield Method" below regarding an alternative    
manner in which the Code Section 171 election may be deemed to be made.         

Election to Treat All Interest Under the Constant Yield Method              

     A holder of a debt instrument such as a REMIC Regular Certificate may elect
to treat all interest that accrues on the instrument using the constant yield   
method, with none of the interest being treated as qualified stated interest.   
For purposes of applying the constant yield method to a debt instrument subject 
to such an election, (i) "interest" includes stated interest, original issue    
discount, de minimis original issue discount, market discount and de minimis    
market discount, as adjusted by any amortizable bond premium or acquisition     
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis   
immediately after acquisition. It is unclear whether, for this purpose, the     
initial Prepayment Assumption would continue to apply or if a new prepayment    
assumption as of the date of the holder's acquisition would apply. A holder     
generally may make such an election on an instrument by instrument basis or for 
a class or group of debt instruments. However, if the holder makes such an      
election with respect to a debt instrument with amortizable bond premium or with
market discount, the holder is deemed to have made elections to amortize bond   
premium or to report market discount income currently as it accrues under the   
constant yield method, respectively, for all debt instruments acquired by the   
holder in the same taxable year or thereafter. The election is made on the      
holder's federal income tax return for the year in which the debt instrument is 
acquired and is irrevocable except with the approval of the IRS. Investors      
should consult their own tax advisors regarding the advisability of making such 
an election.                                                                    

Sale or Exchange of REMIC Regular Certificates                              

If a Regular Certificateholder sells or exchanges a REMIC Regular     
Certificate, the Regular Certificateholder will recognize gain or loss equal to 
the difference, if any, between the amount received and its adjusted basis in   
the REMIC Regular Certificate. The adjusted basis of a REMIC Regular            
Certificate generally will equal the cost of the REMIC Regular Certificate to   
the seller, increased by any original issue discount or market discount         
previously included in the seller's gross income with respect to the REMIC      
Regular Certificate and reduced by amounts included in the stated redemption    
price at maturity of the REMIC Regular Certificate that were previously         
received by the seller, by any amortized premium and by any recognized losses.  

  Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a REMIC 
Regular Certificate realized by an investor who holds the REMIC Regular         
Certificate as a capital asset will be capital gain or loss and will be         
long-term or short-term depending on whether the REMIC Regular Certificate has  
been held for the long-term capital gain holding period (currently more than    
one year). Such gain will be treated as ordinary income (i) if a REMIC Regular  
Certificate is held as part of a "conversion transaction" as defined in Code    
Section 1258(c), up to the amount of interest that would have accrued on the    
Regular Certificateholder's net investment in the conversion transaction at     
120% of the appropriate applicable Federal rate under Code Section 1274(d) in   
effect at the time the taxpayer entered into the transaction minus any amount   

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previously treated as ordinary income with respect to any prior distribution of 
property that was held as a part of such transaction, (ii) in the case of a     
non-corporate taxpayer, to the extent such taxpayer has made an election under  
Code Section 163(d)(4) to have net capital gains taxed as investment income at  
ordinary rates, or (iii) to the extent that such gain does not exceed the       
excess, if any, of (a) the amount that would have been includible in the gross  
income of the holder if its yield on such REMIC Regular Certificate were 110%   
of the applicable Federal rate as of the date of purchase, over (b) the amount  
of income actually includible in the gross income of such holder with respect   
to the REMIC Regular Certificate. In addition, gain or loss recognized from the 
sale of a REMIC Regular Certificate by certain banks or thrift institutions     
will be treated as ordinary income or loss pursuant to Code Section 582(c).     
Generally, short-term capital gains of certain non-corporate taxpayers are      
subject to the same tax rate as the ordinary income of such taxpayers (39.6%)   
for property held for not more than one year, and long-term capital gains of    
such taxpayers are subject to a maximum tax rate of 20% for property held for   
more than one year. The maximum tax rate for corporations is the same with      
respect to both ordinary income and capital gains.                              

Treatment of Losses                                                         

 Holders of REMIC Regular Certificates will be required to report income
with respect to REMIC Regular Certificates on the accrual method of accounting, 
without giving effect to delays or reductions in distributions attributable to  
defaults or delinquencies on the Mortgage Loans allocable to a particular class 
of REMIC Regular Certificates, except to the extent it can be established that  
such losses are uncollectible. Accordingly, the holder of a REMIC Regular       
Certificate may have income, or may incur a diminution in cash flow as a result 
of a default or delinquency, but may not be able to take a deduction (subject   
to the discussion below) for the corresponding loss until a subsequent taxable  
year. To the extent the rules of Code Section 166 regarding bad debts are       
applicable, it appears that holders of REMIC Regular Certificates that are      
corporations or that otherwise hold the REMIC Regular Certificates in           
connection with a trade or business should in general be allowed to deduct as   
an ordinary loss any such loss sustained during the taxable year on account of  
any such REMIC Regular Certificates becoming wholly or partially worthless, and 
that, in general, holders of REMIC Regular Certificates that are not            
corporations and do not hold the REMIC Regular Certificates in connection with  
a trade or business will be allowed to deduct as a short-term capital loss any  
loss with respect to principal sustained during the taxable year on account of  
a portion of any class or subclass of such REMIC Regular Certificates becoming  
wholly worthless. Although the matter is not free from doubt, non-corporate     
holders of REMIC Regular Certificates should be allowed a bad debt deduction at 
such time as the principal balance of any class or subclass of such REMIC       
Regular Certificates is reduced to reflect losses resulting from any liquidated 
Mortgage Loans. The IRS, however, could take the position that non-corporate    
holders will be allowed a bad debt deduction to reflect such losses only after  
all Mortgage Loans remaining in the Trust Fund have been liquidated or such     
class of REMIC Regular Certificates has been otherwise retired. The IRS could   
also assert that losses on the REMIC Regular Certificates are deductible based  
on some other method that may defer such deductions for all holders, such as    
reducing future cash flow for purposes of computing original issue discount.    
This may have the effect of creating "negative" original issue discount which   
would be deductible only against future positive original issue discount or     
otherwise upon termination of the Class. Holders of REMIC Regular Certificates  
are urged to consult their own tax advisors regarding the appropriate timing,   
amount and character of any loss sustained with respect to such REMIC Regular   
Certificates. While losses attributable to interest previously reported as      
income should be deductible as ordinary losses by both corporate and            
non-corporate holders the IRS may take the position that losses attributable to 
accrued original issue discount may only be deducted as capital losses in the   
case of non-corporate holders who do not hold REMIC Regular Certificates in     
connection with a trade or business. Special loss rules are applicable to banks 
and thrift institutions, including rules regarding reserves for bad debts. Such 
taxpayers are advised to consult their tax advisors regarding the treatment of  
losses on REMIC Regular Certificates.                                           

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TAXATION OF RESIDUAL CERTIFICATES                                               

Taxation of REMIC Income                                                    

  Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable     
income of holders of Residual Certificates ("Residual Certificateholders"), and 
will not be taxed separately to the REMIC Pool. The daily portions of REMIC     
taxable income or net loss of a Residual Certificateholder are determined by    
allocating the REMIC Pool's taxable income or net loss for each calendar        
quarter ratably to each day in such quarter and by allocating such daily        
portion among the Residual Certificateholders in proportion to their respective 
holdings of Residual Certificates in the REMIC Pool on such day. REMIC taxable  
income is generally determined in the same manner as the taxable income of an   
individual using the accrual method of accounting, except that (i) the          
limitations on deductibility of investment interest expense and expenses for    
the production of income do not apply, (ii) all bad loans will be deductible as 
business bad debts and (iii) the limitation on the deductibility of interest    
and expenses related to tax-exempt income will apply. The REMIC Pool's gross    
income includes interest, original issue discount income and market discount    
income, if any, on the Mortgage Loans (reduced by amortization of any premium   
on the Mortgage Loans), plus issue premium on the Regular Certificates, plus    
income on reinvestment of cash flows and reserve assets, plus any cancellation  
of indebtedness income upon allocation of realized losses to the REMIC Regular  
Certificates. The REMIC Pool's deductions include interest and original issue   
discount expense on the REMIC Regular Certificates, servicing fees on the       
Mortgage Loans, other administrative expenses of the REMIC Pool and realized    
losses on the Mortgage Loans. The requirement that Residual Certificateholders  
report their pro rata share of taxable income or net loss of the REMIC Pool     
will continue until there are no Certificates of any class of the related       
Series outstanding.                                                             

The taxable income recognized by a Residual Certificateholder in any  
taxable year will be affected by, among other factors, the relationship between 
the timing of recognition of interest and original issue discount or market     
discount income or amortization of premium with respect to the Mortgage Loans,  
on the one hand, and the timing of deductions for interest (including original  
issue discount) on the REMIC Regular Certificates, on the other hand. In the    
event that an interest in the Mortgage Loans is acquired by the REMIC Pool at a 
discount, and one or more of such Mortgage Loans is prepaid, the Residual       
Certificateholder may recognize taxable income without being entitled to receive
a corresponding amount of cash because (i) the prepayment may be used in whole  
or in part to make distributions in reduction of principal on the REMIC Regular 
Certificates and (ii) the discount on the Mortgage Loans which is includible in 
income may exceed the deduction allowed upon such distributions on those REMIC  
Regular Certificates on account of any unaccrued original issue discount        
relating to those REMIC Regular Certificates. When there is more than one class 
of REMIC Regular Certificates that distributes principal sequentially, this     
mismatching of income and deductions is particularly likely to occur in the     
early years following issuance of the REMIC Regular Certificates when           
distributions in reduction of principal are being made in respect of earlier    
classes of REMIC Regular Certificates to the extent that such classes are not   
issued with substantial discount. If taxable income attributable to such a      
mismatching is realized, in general, losses would be allowed in later years as  
distributions on the later classes of REMIC Regular Certificates are made.      
Taxable income may also be greater in earlier years than in later years as a    
result of the fact that interest expense deductions, expressed as a percentage  
of the outstanding principal amount of such a Series of REMIC Regular           
Certificates, may increase over time as distributions in reduction of principal 
are made on the lower yielding classes of REMIC Regular Certificates, whereas to
the extent that the REMIC Pool includes fixed rate Mortgage Loans, interest     
income with respect to any given Mortgage Loan will remain constant over time as
a percentage of the outstanding principal amount of that loan. Consequently,    
Residual Certificateholders must have sufficient other sources of cash to pay   
any federal, state or local income taxes due as a result of such mismatching or 
unrelated deductions against which to offset such income, subject to the        
discussion of "excess inclusions" below under "--Limitations on Offset or       
Exemption of REMIC Income." In the case of tiered REMICs, such mismatching of   
income and deductions may fall disproportionately or entirely on one class of   
Residual Certificates than on the other class or classes of Residual            
Certificates. The timing of such mismatching of income and deductions described 
in this paragraph, if present with respect to a Series of Certificates, may     

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have a significant adverse effect upon the affected Residual                    
Certificateholder's after-tax rate of return. In addition, a Residual           
Certificateholder's taxable income during certain periods may exceed the income 
reflected by such Residual Certificateholder for such periods in accordance     
with generally accepted accounting principles. Investors should consult their   
own accountants concerning the accounting treatment of their investment in      
Residual Certificates.                                                          

Basis and Losses                                                            

     The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Certificateholder is limited to the adjusted basis of the       
Residual Certificate as of the close of the quarter (or time of disposition of  
the Residual Certificate if earlier), determined without taking into account the
net loss for the quarter. The initial adjusted basis of a purchaser of a        
Residual Certificate is the amount paid for such Residual Certificate. Such     
adjusted basis will be increased by the amount of taxable income of the REMIC   
Pool reportable by the Residual Certificateholder and will be decreased (but not
below zero), first, by a cash distribution from the REMIC Pool and, second, by  
the amount of loss of the REMIC Pool reportable by the Residual                 
Certificateholder. Any loss that is disallowed on account of this limitation may
be carried over indefinitely with respect to the Residual Certificateholder as  
to whom such loss was disallowed and may be used by such Residual               
Certificateholder only to offset any income generated by the same REMIC Pool.   

     A Residual Certificateholder will not be permitted to amortize directly the
cost of its Residual Certificate as an offset to its share of the taxable income
of the related REMIC Pool. However, that taxable income will not include cash   
received by the REMIC Pool that represents a recovery of the REMIC Pool's basis 
in its assets. Such recovery of basis by the REMIC Pool will have the effect of 
amortization of the issue price of the Residual Certificates over their life.   
However, in view of the possible acceleration of the income of Residual         
Certificateholders described above under "--Taxation of REMIC Income," the      
period of time over which such issue price is effectively amortized may be      
longer than the economic life of the Residual Certificates.                     

   A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash    
flows. The REMIC Regulations appear to treat the issue price of such a residual 
interest as zero rather than such negative amount for purposes of determining   
the REMIC Pool's basis in its assets. The preamble to the REMIC Regulations     
states that the IRS may provide future guidance on the proper tax treatment of  
payments made by a transferor of such a residual interest to induce the         
transferee to acquire the interest, and Residual Certificateholders should      
consult their own tax advisors in this regard.                                  

Further, to the extent that the initial adjusted basis of a Residual  
Certificateholder (other than an original holder) in the Residual Certificate   
is greater that the corresponding portion of the REMIC Pool's basis in the      
Mortgage Loans, the Residual Certificateholder will not recover a portion of    
such basis until termination of the REMIC Pool unless future Treasury           
regulations provide for periodic adjustments to the REMIC income otherwise      
reportable by such holder. The REMIC Regulations currently in effect do not so  
provide. See "Treatment of Certain Items of REMIC Income and Expense--Market    
Discount" below regarding the basis of Mortgage Loans to the REMIC Pool and     
"--Sale or Exchange of a Residual Certificate" below regarding possible         
treatment of a loss upon termination of the REMIC Pool as a capital loss.       

Treatment of Certain Items of REMIC Income and Expense                      

Although the Depositor intends to compute REMIC income and expense in 
accordance with the Code and applicable regulations, the authorities regarding  
the determination of specific items of income and expense are subject to        
differing interpretations. The Depositor makes no representation as to the      
specific method that it will use for reporting income with respect to the       
Mortgage Loans and expenses with respect to the REMIC Regular Certificates, and 
different methods could result in different timing of reporting of taxable      
income or net loss to Residual Certificateholders or differences in capital gain
versus ordinary income.                                                         

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     Original Issue Discount and Premium. Generally, the REMIC Pool's deductions
for original issue discount and inclusion in income of issue premium            
amortization will be determined in the same manner as original issue discount   
income and premium amortization on REMIC Regular Certificates as described above
under "Taxation of REMIC Regular Certificates--Original Issue Discount" and     
"--Variable Rate REMIC Regular Certificates," without regard to the de minimis  
rule described therein and "-- Premium."                                        

   Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate Mortgage Loans held by the REMIC Pool will constitute income to 
the REMIC Pool and will be treated in a manner similar to the Deferred Interest 
that accrues with respect to REMIC Regular Certificates as described above under
"Taxation of REMIC Regular Certificates--Deferred Interest."                    

     Market Discount. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool allocable to such 
Mortgage Loans is exceeded by their unpaid principal balances. The REMIC Pool's 
basis in such Mortgage Loans is generally the fair market value of the Mortgage 
Loans immediately after the transfer thereof to the REMIC Pool. The REMIC       
Regulations provide that such basis is equal in the aggregate to the issue      
prices of all regular and residual interests in the REMIC Pool (or the fair     
market value thereof at the Closing Date, in the case of a retained Class). In  
respect of Mortgage Loans that have market discount to which Code Section 1276  
applies, the accrued portion of such market discount would be recognized        
currently as an item of ordinary income in a manner similar to original issue   
discount. Market discount income generally should accrue in the manner described
above under "Taxation of REMIC Regular Certificates--Market Discount."          

  Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such Mortgage Loans at a premium equal to the amount of such   
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair   
market value of the Mortgage Loans, based on the aggregate of the issue prices  
(or the fair market value of retained Classes) of the regular and residual      
interests in the REMIC Pool immediately after the transfer thereof to the REMIC 
Pool. In a manner analogous to the discussion above under "Taxation of REMIC    
Regular Certificates--Premium," a REMIC Pool that holds a Mortgage Loan as a    
capital asset under Code Section 1221 may elect under Code Section 171 to       
amortize premium on whole mortgage loans or mortgage loans underlying MBS that  
were originated after September 27, 1985 or on Agency Securities, or private    
mortgage-backed securities that are REMIC regular interests under the constant  
yield method. Amortizable bond premium will be treated as an offset to interest 
income on the Mortgage Loans, rather than as a separate deduction item. To the  
extent that the mortgagors with respect to the Mortgage Loans are individuals,  
Code Section 171 will not be available for premium on Mortgage Loans (including 
underlying mortgage loans) originated on or prior to September 27, 1985. Premium
with respect to such Mortgage Loans may be deductible in accordance with a      
reasonable method regularly employed by the holder thereof. The allocation of   
such premium pro rata among principal payments should be considered a reasonable
method; however, the IRS may argue that such premium should be allocated in a   
different manner, such as allocating such premium entirely to the final payment 
of principal.                                                                   

Limitations on Offset or Exemption of REMIC Income                          

    A portion or all of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Certificateholder will be subject to 
special treatment. That portion, referred to as the "excess inclusion," is equal
to the excess of REMIC taxable income for the calendar quarter allocable to a   
Residual Certificate over the daily accruals for such quarterly period of (i)   
120% of the long-term applicable Federal rate that would have applied to the    
Residual Certificate (if it were a debt instrument) on the Startup Day under    
Code Section 1274(d), multiplied by (ii) the adjusted issue price of such       
Residual Certificate at the beginning of such quarterly period. For this        
purpose, the adjusted issue price of a Residual Certificate at the beginning of 
a quarter is the issue price of the Residual Certificate, plus the amount of    
such daily accruals of REMIC income described in this paragraph for all prior   
quarters, decreased by any distributions made with respect to such Residual     
Certificate prior to the beginning of such quarterly period. Accordingly, the   
portion of the REMIC Pool's taxable income that will be treated as excess       
inclusions will be a larger portion of such income as the adjusted issue price  
of the Residual Certificates diminishes.                                        

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The portion of a Residual Certificateholder's REMIC taxable income    
consisting of the excess inclusions generally may not be offset by other        
deductions, including net operating loss carryforwards, on such Residual        
Certificateholder's return. However, net operating loss carryovers are          
determined without regard to excess inclusion income. Further, if the Residual  
Certificateholder is an organization subject to the tax on unrelated business   
income imposed by Code Section 511, the Residual Certificateholder's excess     
inclusions will be treated as unrelated business taxable income of such Residual
Certificateholder for purposes of Code Section 511. In addition, REMIC taxable  
income is subject to 30% withholding tax with respect to certain persons who are
not U.S. Persons (as defined below under "Tax-Related Restrictions on Transfer  
of Residual Certificates--Foreign Investors"), and the portion thereof          
attributable to excess inclusions is not eligible for any reduction in the rate 
of withholding tax (by treaty or otherwise). See "Taxation of Certain Foreign   
Investors--Residual Certificates" below. Finally, if a real estate investment   
trust or a regulated investment company owns a Residual Certificate, a portion  
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or a regulated investment company could not be     
offset by net operating losses of its shareholders, would constitute unrelated  
business taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons. The SBJPA 
of 1996 has eliminated the special rule permitting Section 593 institutions     
("thrift institutions") to use net operating losses and other allowable         
deductions to offset their excess inclusion income from Residual Certificates   
that have "significant value" within the meaning of the REMIC Regulations,      
effective for taxable years beginning after December 31, 1995, except with      
respect to Residual Certificates continuously held by thrift institutions since 
November 1, 1995.                                                               

 In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a      
Residual Certificateholder. First, alternative minimum taxable income for a     
Residual Certificateholder is determined without regard to the special rule,    
discussed above, that taxable income cannot be less than excess inclusions.     
Second, a Residual Certificateholder's alternative minimum taxable income for a 
taxable year cannot be less than the excess inclusions for the year. Third, the 
amount of any alternative minimum tax net operating loss deduction must be      
computed without regard to any excess inclusions. These rules are effective for 
taxable years beginning after December 31, 1986, unless a Residual              
Certificateholder elects to have such rules apply only to taxable years         
beginning after August 20, 1996.                                                

Tax-Related Restrictions on Transfer of Residual Certificates               

Disqualified Organizations. If any legal or beneficial interest in a  
Residual Certificate is transferred to a Disqualified Organization (as defined  
below), a tax would be imposed in an amount equal to the product of (i) the     
present value of the total anticipated excess inclusions with respect to such   
Residual Certificate for periods after the transfer and (ii) the highest        
marginal federal income tax rate applicable to corporations. The REMIC          
Regulations provide that the anticipated excess inclusions are based on actual  
prepayment experience to the date of the transfer and projected payments based  
on the Prepayment Assumption. The present value rate equals the applicable      
Federal rate under Code Section 1274(d) as of the date of the transfer for a    
term ending with the last calendar quarter in which excess inclusions are       
expected to accrue. Such a tax generally would be imposed on the transferor of  
the Residual Certificate, except that where such transfer is through an agent   
(including a broker, nominee or other middleman) for a Disqualified             
Organization, the tax would instead be imposed on such agent. However, a        
transferor of a Residual Certificate would in no event be liable for such tax   
with respect to a transfer if the transferee furnishes to the transferor an     
affidavit that the transferee is not a Disqualified Organization and, as of the 
time of the transfer, the transferor does not have actual knowledge that such   
affidavit is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the    
transferor pays income tax at the highest corporate rate on the excess          
inclusions for the period the Residual Certificate is actually held by the      
Disqualified Organization.                                                      

In addition, if a Pass-Through Entity (as defined below) has excess   
inclusion income with respect to a Residual Certificate during a taxable year   
and a Disqualified Organization is the record holder of an equity interest in   
such entity, then a tax is imposed on such entity equal to the product of (i)   
the amount                                                                      

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of excess inclusions on the Residual Certificate that are allocable to the      
interest in the Pass-Through Entity during the period such interest is held by  
such Disqualified Organization, and (ii) the highest marginal federal corporate 
income tax rate. Such tax would be deductible from the ordinary gross income of 
the Pass-Through Entity for the taxable year. The Pass-Through Entity would not 
be liable for such tax if it has received an affidavit from such record holder  
that it is not a Disqualified Organization or stating such holder's taxpayer    
identification number and, during the period such person is the record holder   
of the Residual Certificate, the Pass-Through Entity does not have actual       
knowledge that such affidavit is false.                                         

  For taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing  
large partnership are treated as held by Disqualified Organizations for purposes
of the tax imposed upon a Pass-Through Entity by Section 860E(c) of the Code. An
exception to this tax, otherwise available to a Pass-Through Entity that is     
furnished certain affidavits by record holders of interests in the entity and   
that does not know such affidavits are false, is not available to an electing   
large partnership.                                                              

For these purposes, (i) "Disqualified Organization" means the United  
States, any state or political subdivision thereof, any foreign government, any 
international organization, any agency or instrumentality of any of the         
foregoing (provided, that such term does not include an instrumentality if all  
of its activities are subject to tax and a majority of its board of directors is
not selected by any such governmental entity), any cooperative organization     
furnishing electric energy or providing telephone service to persons in rural   
areas as described in Code Section 1381(a)(2)(C), and any organization (other   
than a farmers' cooperative described in Code Section 521) that is exempt from  
taxation under the Code unless such organization is subject to the tax on       
unrelated business income imposed by Code Section 511, (ii) "Pass-Through       
Entity" means any regulated investment company, real estate investment trust,   
common trust fund, partnership, trust or estate and certain corporations        
operating on a cooperative basis and (iii) an "electing large partnership" means
any partnership having more than 100 members during the preceding tax year      
(other than certain service partnerships and commodity pools), which elect to   
apply simplified reporting provisions under the Code. Except as may be provided 
in Treasury regulations, any person holding an interest in a Pass-Through Entity
as a nominee for another will, with respect to such interest, be treated as a   
Pass-Through Entity.                                                            

     The Agreement with respect to a Series of Certificates will provide that no
legal or beneficial interest in a Residual Certificate may be transferred unless
(i) the proposed transferee provides to the transferor and the Trustee an       
affidavit providing its taxpayer identification number and stating that such    
transferee is the beneficial owner of the Residual Certificate, is not a        
Disqualified Organization and is not purchasing such Residual Certificates on   
behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman  
thereof), and (ii) the transferor provides a statement in writing to the        
Depositor and the Trustee that it has no actual knowledge that such affidavit is
false. Moreover, the Agreement will provide that any attempted or purported     
transfer in violation of these transfer restrictions will be null and void and  
will vest no rights in any purported transferee. Each Residual Certificate with 
respect to a Series will bear a legend referring to such restrictions on        
transfer, and each Residual Certificateholder will be deemed to have agreed, as 
a condition of ownership thereof, to any amendments to the related Agreement    
required under the Code or applicable Treasury regulations to effectuate the    
foregoing restrictions. Information necessary to compute an applicable excise   
tax must be furnished to the IRS and to the requesting party within 60 days of  
the request, and the Depositor or the Trustee may charge a fee for computing and
providing such information.                                                     

Noneconomic Residual Interests. The REMIC Regulations would disregard 
certain transfers of Residual Certificates, in which case the transferor would  
continue to be treated as the owner of the Residual Certificates and thus would 
continue to be subject to tax on its allocable portion of the net income of the 
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual  
interest" (as defined below) to a Residual Certificateholder (other than a      
Residual Certificateholder who is not a U.S. Person, as defined below under     
"--Foreign Investors") is disregarded for all federal income tax purposes if a  
significant purpose of the transferor is to impede the assessment or collection 
of tax. A residual interest in a REMIC (including a residual interest with a    
positive value at issuance) is a                                                

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"noneconomic residual interest" unless, at the time of the transfer, (i) the    
present value of the expected future distributions on the residual interest at  
least equals the product of the present value of the anticipated excess         
inclusions and the highest corporate income tax rate in effect for the year in  
which the transfer occurs, and (ii) the transferor reasonably expects that the  
transferee will receive distributions from the REMIC at or after the time at    
which taxes accrue on the anticipated excess inclusions in an amount sufficient 
to satisfy the accrued taxes. The anticipated excess inclusions and the present 
value rate are determined in the same manner as set forth above under           
"--Disqualified Organizations." The REMIC Regulations explain that a            
significant purpose to impede the assessment or collection of tax exists if the 
transferor, at the time of the transfer, either knew or should have known that  
the transferee would be unwilling or unable to pay taxes due on its share of    
the taxable income of the REMIC. A safe harbor is provided if (i) the           
transferor conducted, at the time of the transfer, a reasonable investigation   
of the financial condition of the transferee and found that the transferee      
historically had paid its debts as they came due and found no significant       
evidence to indicate that the transferee would not continue to pay its debts as 
they came due in the future, and (ii) the transferee represents to the          
transferor that it understands that, as the holder of the noneconomic residual  
interest, the transferee may incur tax liabilities in excess of cash flows      
generated by the interest and that the transferee intends to pay taxes          
associated with holding the residual interest as they become due. The Agreement 
with respect to each Series of Certificates will require the transferee of a    
Residual Certificate to certify to the matters in the preceding sentence as     
part of the affidavit described above under the heading "Disqualified           
Organizations." The transferor must have no actual knowledge or reason to know  
that such statements are false.                                                 

 Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"   
will be disregarded for all federal tax purposes. This rule appears intended to 
apply to a transferee who is not a U.S. Person (as defined below), unless such  
transferee's income is effectively connected with the conduct of a trade or     
business within the United States. A Residual Certificate is deemed to have tax 
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions 
after the transfer, and (ii) the transferor reasonably expects that the         
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next 
succeeding taxable year for the accumulated withholding tax liability to be     
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.  
Person, the transfer will be disregarded and the foreign transferor will        
continue to be treated as the owner unless arrangements are made so that the    
transfer does not have the effect of allowing the transferor to avoid tax on    
accrued excess inclusions.                                                      

    The Prospectus Supplement relating to a Series of Certificates may provide
that a Residual Certificate may not be purchased by or transferred to any person
that is not a U.S. Person or may describe the circumstances and restrictions    
pursuant to which such a transfer may be made. The term "U.S. Person" means a   
citizen or resident of the United States, a corporation or partnership created  
or organized in or under the laws of the United States, any state or the        
District of Columbia (unless, in the case of a partnership, regulations are     
adopted that provide otherwise), including any entity treated as a corporation  
or partnership for federal income tax purposes, an estate that is subject to    
U.S. federal income tax regardless of the source of its income or a trust if a  
court within the United States is able to exercise primary supervision over the 
administration of such trust, and one or more such U.S. Persons have the        
authority to control all substantial decisions of such trust (or, to the extent 
provided in applicable Treasury regulations, certain trusts in existence on     
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).     

Sale or Exchange of a Residual Certificate                                  

Upon the sale or exchange of a Residual Certificate, the Residual     
Certificateholder will recognize gain or loss equal to the excess, if any, of   
the amount realized over the adjusted basis (as described above under "Taxation 
of Residual Certificates--Basis and Losses") of such Residual Certificateholder 
in such Residual Certificate at the time of the sale or exchange. In addition to
reporting the taxable income of the REMIC Pool, a Residual Certificateholder    
will have taxable income to the extent that any cash distribution to it from the
REMIC Pool exceeds such adjusted basis on that Distribution Date. Such          

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income will be treated as gain from the sale or exchange of the Residual        
Certificate. It is possible that the termination of the REMIC Pool may be       
treated as a sale or exchange of a Residual Certificateholder's Residual        
Certificate, in which case, if the Residual Certificateholder has an adjusted   
basis in such Residual Certificateholder's Residual Certificate remaining when  
its interest in the REMIC Pool terminates, and if such Residual                 
Certificateholder holds such Residual Certificate as a capital asset under Code 
Section 1221, then such Residual Certificateholder will recognize a capital     
loss at that time in the amount of such remaining adjusted basis.               

    Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion           
transaction" as defined in Code Section 1258(c), up to the amount of interest   
that would have accrued on the Residual Certificateholder's net investment in   
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount   
previously treated as ordinary income with respect to any prior disposition of  
property that was held as a part of such transaction or (ii) in the case of a   
non-corporate taxpayer, to the extent such taxpayer has made an election under  
Code Section 163(d)(4) to have net capital gains taxed as investment income at  
ordinary income rates. In addition, gain or loss recognized from the sale of a  
Residual Certificate by certain banks or thrift institutions will be treated as 
ordinary income or loss pursuant to Code Section 582(c).                        

  The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code  
Section 1091 will apply to dispositions of Residual Certificates where the      
seller of the Residual Certificate, during the period beginning six months      
before the sale or disposition of the Residual Certificate and ending six       
months after such sale or disposition, acquires (or enters into any other       
transaction that results in the application of Section 1091) any residual       
interest in any REMIC or any interest in a "taxable mortgage pool" (such as a   
non-REMIC owner trust) that is economically comparable to a Residual            
Certificate.                                                                    

Mark to Market Regulations                                                  

  Prospective purchasers of the Residual Certificates should also be aware
that IRS has promulgated final regulations (the "Mark to Market Regulations")   
under Code Section 475 relating to the requirement that a securities dealer mark
to market securities held for sale to customers. The Mark to Market Regulations 
provide that a Residual Certificate is not treated as a security and thus may   
not be marked to market. The Mark to Market Regulations apply to all Residual   
Certificates acquired on or after January 4, 1995.                              

TAXES THAT MAY BE IMPOSED ON THE REMIC POOL                                     

Prohibited Transactions                                                     

Income from certain transactions by the REMIC Pool, called prohibited 
transactions, will not be part of the calculation of income or loss includible  
in the federal income tax returns of Residual Certificateholders, but rather    
will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions
generally include (i) the disposition of a qualified mortgage other than for (a)
substitution within two years of the Startup Day for a defective (including a   
defaulted) obligation (or repurchase in lieu of substitution of a defective     
(including a defaulted) obligation at any time) or for any qualified mortgage   
within three months of the Startup Day, (b) foreclosure, default or imminent    
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool 
or (d) a qualified (complete) liquidation, (ii) the receipt of income from      
assets that are not the type of mortgages or investments that the REMIC Pool is 
permitted to hold, (iii) the receipt of compensation for services or (iv) the   
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited   
transaction to sell REMIC Pool property to prevent a default on REMIC Regular   
Certificates as a result of a default on qualified mortgages or to facilitate a 
clean-up call (generally, an optional termination to save administrative costs  
when no more than a small percentage of the Certificates is outstanding). The   
REMIC Regulations indicate that the modification of a Mortgage                  

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Loan generally will not be treated as a disposition if it is occasioned by a    
default or reasonably foreseeable default, an assumption of the Mortgage Loan,  
the waiver of a due-on-sale or due-on-encumbrance clause or the conversion of   
an interest rate by a mortgagor pursuant to the terms of a convertible          
adjustable rate Mortgage Loan.                                                  

Contributions to the REMIC Pool After the Startup Day                       

   In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.      
Exceptions are provided for cash contributions to the REMIC Pool (i) during the 
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Certificateholder, (iii) in the nature of a guarantee, (iv) made to  
facilitate a qualified liquidation or clean-up call and (v) as otherwise        
permitted in Treasury regulations yet to be issued.                             

Net Income from Foreclosure Property                                        

The REMIC Pool will be subject to federal income tax at the highest   
corporate rate on "net income from foreclosure property," determined by         
reference to the rules applicable to real estate investment trusts. Generally,  
property acquired by deed in lieu of foreclosure would be treated as            
"foreclosure property" for a period not exceeding the close of the third        
calendar year beginning after the year in which the REMIC Pool acquired such    
property, with a possible extension. Net income from foreclosure property       
generally means gain from the sale of a foreclosure property that is inventory  
property and gross income from foreclosure property other than qualifying rents 
and other qualifying income for a real estate investment trust.                 

It is not anticipated that the REMIC Pool will receive income or      
contributions subject to tax under the preceding three paragraphs, except as    
described in the applicable Prospectus Supplement with respect to net income    
from foreclosure property on a commercial or multifamily residential property   
that secured a Mortgage Loan. In addition, unless otherwise disclosed in the    
applicable Prospectus Supplement, it is not anticipated that any material state 
income or franchise tax will be imposed on a REMIC Pool.                        

Liquidation of the REMIC Pool                                               

   If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in   
the REMIC Pool's final tax return a date on which such adoption is deemed to    
occur, and sells all of its assets (other than cash) within a 90-day period     
beginning on the date of the adoption of the plan of liquidation, the REMIC Pool
will not be subject to the prohibited transaction rules on the sale of its      
assets, provided that the REMIC Pool credits or distributes in liquidation all  
of the sale proceeds plus its cash (other than amounts retained to meet claims) 
to holders of REMIC Regular Certificates and Residual Certificateholders within 
the 90-day period.                                                              

ADMINISTRATIVE MATTERS                                                          

  The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in 
a manner similar to a partnership. The form for such income tax return is Form  
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The       
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations 
provide that, except where there is a single Residual Certificateholder for an  
entire taxable year, the REMIC Pool will be subject to the procedural and       
administrative rules of the Code applicable to partnerships, including the      
determination by the IRS of any adjustments to, among other things, items of    
REMIC income, gain, loss, deduction or credit in a unified administrative       
proceeding. The Residual Certificateholder owning the largest percentage        
interest in the Residual Certificates will be obligated to act as "tax matters  
person," as defined in applicable Treasury regulations, with respect to the     
REMIC Pool. Each Residual Certificateholder will be deemed, by acceptance of    
such Residual Certificates, to have agreed (i) to the appointment of the tax    
matters person as provided in the preceding sentence and (ii) to the irrevocable
designation of the Master Servicer as agent for performing the functions of the 
tax matters person.                                                             

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LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES                                    

An investor who is an individual, estate or trust will be subject to  
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68        
provides that itemized deductions otherwise allowable for a taxable year of an  
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if   
any, of adjusted gross income over $100,000 ($50,000 in the case of a married   
individual filing a separate return) (subject to adjustments for post-1991      
inflation) or (ii) 80% of the amount of itemized deductions otherwise allowable 
for such year. In the case of a REMIC Pool, such deductions may include         
deductions under Code Section 212 for the Servicer Fee and all administrative   
and other expenses relating to the REMIC Pool, any similar fees paid to the     
issuer or guarantor of the Agency Certificates or the private mortgage-backed   
securities or Installment Contracts, or any similar expenses allocated to the   
REMIC Pool with respect to a regular interest it holds in another REMIC. Such   
investors who hold REMIC Certificates either directly or indirectly through     
certain pass-through entities may have their pro rata share of such expenses    
allocated to them as additional gross income, but may be subject to such        
limitation on deductions. In addition, such expenses are not deductible at all  
for purposes of computing the alternative minimum tax, and may cause such       
investors to be subject to significant additional tax liability. Temporary      
Treasury regulations provide that the additional gross income and corresponding 
amount of expenses generally are to be allocated entirely to the holders of     
Residual Certificates in the case of a REMIC Pool that would not qualify as a   
fixed investment trust in the absence of a REMIC election. However, such        
additional gross income and limitation on deductions will apply to the allocable
portion of such expenses to holders of REMIC Regular Certificates, as well as   
holders of Residual Certificates, where such REMIC Regular Certificates are     
issued in a manner that is similar to pass-through certificates in a fixed      
investment trust. In general, such allocable portion will be determined based on
the ratio that a REMIC Certificateholder's income, determined on a daily basis, 
bears to the income of all holders of REMIC Regular Certificates and Residual   
Certificates with respect to a REMIC Pool. As a result, individuals, estates or 
trusts holding REMIC Certificates (either directly or indirectly through a      
grantor trust, partnership, S corporation, REMIC, or certain other pass-through 
entities described in the foregoing temporary Treasury regulations) may have    
taxable income in excess of the interest income at the pass-through rate on     
REMIC Regular Certificates that are issued in a single Class or otherwise       
consistently with fixed investment trust status or in excess of cash            
distributions for the related period on Residual Certificates. Unless otherwise 
indicated in the applicable Prospectus Supplement, all such expenses will be    
allocable to the Residual Certificates.                                         

TAXATION OF CERTAIN FOREIGN INVESTORS                                           

REMIC Regular Certificates                                                  

Interest, including original issue discount, distributable to Regular 
Certificateholders who are non-resident aliens, foreign corporations, or other  
Non-U.S. Persons (as defined below), will be considered "portfolio interest"    
and, therefore, generally will not be subject to 30% United States withholding  
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"   
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign         
corporation described in Code Section 881(c)(3)(C) and (ii) provides the        
Trustee, or the person who would otherwise be required to withhold tax from such
distributions under Code Section 1441 or 1442, with an appropriate statement,   
signed under penalties of perjury, identifying the beneficial owner and stating,
among other things, that the beneficial owner of the REMIC Regular Certificate  
is a Non-U.S. Person. If such statement, or any other required statement, is not
provided, 30% withholding will apply unless reduced or eliminated pursuant to an
applicable tax treaty or unless the interest on the REMIC Regular Certificate is
effectively connected with the conduct of a trade or business within the United 
States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be
subject to United States federal income tax at regular rates. Prepayment        
premiums distributable to Regular Certificateholders who are Non-U.S. Persons   
may be subject to 30% United States withholding tax. Investors who are Non-U.S. 
Persons should consult their own tax advisors regarding the specific tax        
consequences to them of owning a REMIC Regular Certificate. The term "Non-U.S.  
Person" means any person who is not a U.S. Person.                              

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 The IRS recently issued final regulations (the "New Regulations") which
would provide alternative methods of satisfying the beneficial ownership        
certification requirement described above. The New Regulations are effective    
January 1, 2001. Current withholding certificates remain valid until the earlier
of December 31, 2000 or the due date of expiration of the certificate under the 
rules as currently in effect. The New Regulations will require, in the case of  
Offered Certificates held by a foreign partnership, that (x) the certification  
described above be provided by the partners rather than by the foreign          
partnership and (y) the partnership provide certain information, including a    
United States taxpayer identification number. A look-through rule will apply in 
the case of tiered partnerships. Non-U.S. Persons should consult their own tax  
advisors concerning the application of the certification requirements in the New
Regulations.                                                                    

Residual Certificates                                                       

     The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Certificateholders who are Non-U.S. Persons are treated as interest 
for purposes of the 30% (or lower treaty rate) United States withholding tax.   
Treasury regulations provide that amounts distributed to Residual               
Certificateholders may qualify as "portfolio interest," subject to the          
conditions described in "--REMIC Regular Certificates" above, but only to the   
extent that (i) the Mortgage Loans (including mortgage loans underlying MBS)    
were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of   
assets therein (as to which a separate REMIC election will be made), to which   
the Residual Certificate relates, consists of obligations issued in "registered 
form" within the meaning of Code Section 163(f)(1). Generally, whole mortgage   
loans will not be, but MBS and regular interests in another REMIC Pool will be, 
considered obligations issued in registered form. Furthermore, a Residual       
Certificateholder will not be entitled to any exemption from the 30% withholding
tax (or lower treaty rate) to the extent of that portion of REMIC taxable income
that constitutes an "excess inclusion." See "Taxation of Residual               
Certificates--Limitations on Offset or Exemption of REMIC Income." If the       
amounts paid to Residual Certificateholders who are Non-U.S. Persons are        
effectively connected with the conduct of a trade or business within the United 
States by such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not
apply. Instead, the amounts paid to such Non-U.S. Persons will be subject to    
United States federal income tax at regular rates. If 30% (or lower treaty rate)
withholding is applicable, such amounts generally will be taken into account for
purposes of withholding only when paid or otherwise distributed (or when the    
Residual Certificate is disposed of) under rules similar to withholding upon    
disposition of debt instruments that have original issue discount. See          
"Tax-Related Restrictions on Transfer of Residual Certificates--Foreign         
Investors" above concerning the disregard of certain transfers having "tax      
avoidance potential." Investors who are Non-U.S. Persons should consult their   
own tax advisors regarding the specific tax consequences to them of owning      
Residual Certificates.                                                          

BACKUP WITHHOLDING                                                              

     Distributions made on the REMIC Regular Certificates, and proceeds from the
sale of the REMIC Regular Certificates to or through certain brokers, may be    
subject to a "backup" withholding tax under Code Section 3406 of 31% on         
"reportable payments" (including interest distributions, original issue         
discount, and, under certain circumstances, principal distributions) unless the 
Regular Certificateholder complies with certain reporting and/or certification  
procedures, including the provision of its taxpayer identification number to the
Trustee, its agent or the broker who effected the sale of the REMIC Regular     
Certificate, or such Certificateholder is otherwise an exempt recipient under   
applicable provisions of the Code. Any amounts to be withheld from distribution 
on the REMIC Regular Certificates would be refunded by the IRS or allowed as a  
credit against the Regular Certificateholder's federal income tax liability. The
New Regulations change certain of the rules relating to certain presumptions    
currently available relating to information reporting and backup withholding.   
Non-U.S. Persons are urged to contact their own tax advisors regarding the      
application to them of backup withholding and information reporting.            

REPORTING REQUIREMENTS                                                          

Reports of accrued interest, original issue discount and information  
necessary to compute the accrual of any market discount on the REMIC Regular    
Certificates will be made annually to the IRS and to                            

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individuals, estates, non-exempt and non-charitable trusts, and partnerships    
who are either holders of record of REMIC Regular Certificates or beneficial    
owners who own REMIC Regular Certificates through a broker or middleman as      
nominee. All brokers, nominees and all other non-exempt holders of record of    
REMIC Regular Certificates (including corporations, non-calendar year           
taxpayers, securities or commodities dealers, real estate investment trusts,    
investment companies, common trust funds, thrift institutions and charitable    
trusts) may request such information for any calendar quarter by telephone or   
in writing by contacting the person designated in IRS Publication 938 with      
respect to a particular Series of REMIC Regular Certificates. Holders through   
nominees must request such information from the nominee.                        

 The IRS's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.       
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to  
each Residual Certificateholder by the end of the month following the close of  
each calendar quarter (41 days after the end of a quarter under proposed        
Treasury regulations) in which the REMIC Pool is in existence.                  

Treasury regulations require that, in addition to the foregoing       
requirements, information must be furnished quarterly to Residual               
Certificateholders, furnished annually, if applicable, to holders of REMIC      
Regular Certificates, and filed annually with the IRS concerning Code Section 67
expenses (see "--Limitations on Deduction of Certain Expenses" above) allocable 
to such holders. Furthermore, under such regulations, information must be       
furnished quarterly to Residual Certificateholders, furnished annually to       
holders of REMIC Regular Certificates, and filed annually with the IRS          
concerning the percentage of the REMIC Pool's assets meeting the qualified asset
tests described above under "--Status of REMIC Certificates."                   

GRANTOR TRUST CERTIFICATES

STANDARD CERTIFICATES                                                           

General                                                                     

In the event that no election is made to treat a Trust Fund (or a     
segregated pool of assets therein) with respect to a Series of Certificates that
are not designated as "Stripped Certificates," as described below, as a REMIC   
(Certificates of such a Series hereinafter referred to as "Standard             
Certificates"), in the opinion of Brown & Wood LLP, Cadwalader, Wickersham &    
Taft or Orrick, Herrington & Sutcliffe (as specified in the related Prospectus  
Supplement), tax counsel to the Depositor, the Trust Fund will be classified as 
a grantor trust under subpart E, part 1 of subchapter J of the Code and not as  
an association taxable as a corporation or a "taxable mortgage pool" within the 
meaning of Code Section 7701(i). Where there is no fixed retained yield with    
respect to the Mortgage Loans underlying the Standard Certificates, the holder  
of each such Standard Certificate (a "Standard Certificateholder") in such      
Series will be treated as the owner of a pro rata undivided interest in the     
ordinary income and corpus portions of the Trust Fund represented by its        
Standard Certificate and will be considered the beneficial owner of a pro rata  
undivided interest in each of the Mortgage Loans, subject to the discussion     
below under "--Recharacterization of Servicing Fees." Accordingly, the holder of
a Standard Certificate of a particular Series will be required to report on its 
federal income tax return its pro rata share of the entire income from the      
Mortgage Loans represented by its Standard Certificate, including interest at   
the coupon rate on such Mortgage Loans, original issue discount (if any),       
prepayment fees, assumption fees, and late payment charges received by the      
Master Servicer, in accordance with such Standard Certificateholder's method of 
accounting. A Standard Certificateholder generally will be able to deduct its   
share of the Servicing Fee and all administrative and other expenses of the     
Trust Fund in accordance with its method of accounting, provided that such      
amounts are reasonable compensation for services rendered to that Trust Fund.   
However, investors who are individuals, estates or trusts who own Standard      
Certificates, either directly or indirectly through certain pass-through        
entities, will be subject to limitation with respect to certain itemized        
deductions described in Code Section 67, including deductions under Code Section
212 for the Servicing Fee and all such administrative and other expenses of the 
Trust Fund, to the extent that such deductions, in the aggregate, do not exceed 
two percent of an investor's adjusted gross income. In                          

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addition, Code Section 68 provides that itemized deductions otherwise allowable 
for a taxable year of an individual taxpayer will be reduced by the lesser of   
(i) 3% of the excess, if any, of adjusted gross income over $100,000 ($50,000   
in the case of a married individual filing a separate return) (subject to       
adjustments for post-1991 inflation), or (ii) 80% of the amount of itemized     
deductions otherwise allowable for such year. As a result, such investors       
holding Standard Certificates, directly or indirectly through a pass-through    
entity, may have aggregate taxable income in excess of the aggregate amount of  
cash received on such Standard Certificates with respect to interest at the     
pass-through rate on such Standard Certificates. In addition, such expenses are 
not deductible at all for purposes of computing the alternative minimum tax,    
and may cause such investors to be subject to significant additional tax        
liability. Moreover, where there is fixed retained yield with respect to the    
Mortgage Loans underlying a Series of Standard Certificates or where the        
Servicing Fee is in excess of reasonable servicing compensation, the            
transaction will be subject to the application of the "stripped bond" and       
"stripped coupon" rules of the Code, as described below under "--Stripped       
Certificates" and "--Recharacterization of Servicing Fees," respectively.       

Tax Status                                                                  

In the opinion of Brown & Wood LLP, Cadwalader, Wickersham & Taft or  
Orrick, Herrington & Sutcliffe (as specified in the related Prospectus          
Supplement), tax counsel to the Depositor, Standard Certificates will have the  
following status for federal income tax purposes:                               

1. A Standard Certificate owned by a "domestic building and loan      
association" within the meaning of Code Section 7701(a)(19) will be considered  
to represent "loans secured by an interest in real property" within the meaning 
of Code Section 7701(a)(19)(C)(v), provided that the real property securing the 
Mortgage Loans represented by that Standard Certificate is of the type described
in such section of the Code.                                                    

   2. A Standard Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of Code Section 
856(c)(4)(A) to the extent that the assets of the related Trust Fund consist of 
qualified assets, and interest income on such assets will be considered         
"interest on obligations secured by mortgages on real property" to such extent  
within the meaning of Code Section 856(c)(3)(B).                                

    3. A Standard Certificate owned by a REMIC will be considered to represent
an "obligation. . . which is principally secured by an interest in real         
property" within the meaning of Code Section 860G(a)(3)(A) to the extent that   
the assets of the related Trust Fund consist of "qualified mortgages" within    
the meaning of Code Section 860G(a)(3).                                         

4. A Certificate owned by a "financial asset securitization investment
trust" within the meaning of Code Section 860L(c) will be considered to         
represent "permitted assets" within the meaning of Code Section 860L(c) to the  
extent that the assets of the Trust Fund consist of "debt instruments" or other 
permitted assets within the meaning of Code Section 860L(c).                    

Premium and Discount                                                        

    Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either   
upon initial acquisition of Standard Certificates or thereafter.                

    Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "REMIC        
Certificates--Taxation of Residual Certificates--Premium."                      

Original Issue Discount. The original issue discount rules will be    
applicable to a Standard Certificateholder's interest in those Mortgage Loans   
as to which the conditions for the application of those sections are met. Rules 
regarding periodic inclusion of original issue discount income are applicable   
to mortgages of corporations originated after May 27, 1969, mortgages of        
noncorporate mortgagors (other than individuals) originated after July 1, 1982, 
and mortgages of individuals originated after March 2, 1984. Under the OID      
Regulations, such original issue discount could arise by the charging of points 
by                                                                              

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the originator of the mortgages in an amount greater than a statutory de        
minimis exception, including a payment of points currently deductible by the    
borrower under applicable Code provisions or, under certain circumstances, by   
the presence of "teaser rates" on the Mortgage Loans.                           

     Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the      
compounding of interest, in advance of the cash attributable to such income.    
Unless indicated otherwise in the applicable Prospectus Supplement, no          
prepayment assumption will be assumed for purposes of such accrual. However,    
Code Section 1272 provides for a reduction in the amount of original issue      
discount includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the    
original issue price and the previously accrued original issue discount, less   
prior payments of principal. Accordingly, if such Mortgage Loans acquired by a  
Standard Certificateholder are purchased at a price equal to the then unpaid    
principal amount of such Mortgage Loans, no original issue discount attributable
to the difference between the issue price and the original principal amount of  
such Mortgage Loans (i.e., points) will be includible by such holder.           

  Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the Mortgage Loans will be determined and  
will be reported as ordinary income generally in the manner described above     
under "REMIC Certificates--Taxation of REMIC Regular Certificates--Market       
Discount," except that the ratable accrual methods described therein will not   
apply. Rather, the holder will accrue market discount pro rata over the life of 
the Mortgage Loans, unless the constant yield method is elected. Unless         
indicated otherwise in the applicable Prospectus Supplement, no prepayment      
assumption will be assumed for purposes of such accrual.                        

Recharacterization of Servicing Fees                                        

If the Servicing Fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of such excess would represent    
neither income nor a deduction to Certificateholders. In this regard, there are 
no authoritative guidelines for federal income tax purposes as to either the    
maximum amount of servicing compensation that may be considered reasonable in   
the context of this or similar transactions or whether, in the case of the      
Standard Certificate, the reasonableness of servicing compensation should be    
determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis 
is appropriate, the likelihood that such amount would exceed reasonable         
servicing compensation as to some of the Mortgage Loans would be increased. IRS 
guidance indicates that a servicing fee in excess of reasonable compensation    
("excess servicing") will cause the Mortgage Loans to be treated under the      
"stripped bond" rules. Such guidance provides safe harbors for servicing deemed 
to be reasonable and requires taxpayers to demonstrate that the value of        
servicing fees in excess of such amounts is not greater than the value of the   
services provided.                                                              

 Accordingly, if the IRS's approach is upheld, a servicer who receives a
servicing fee in excess of such amounts would be viewed as retaining an         
ownership interest in a portion of the interest payments on the Mortgage Loans. 
Under the rules of Code Section 1286, the separation of ownership of the right  
to receive some or all of the interest payments on an obligation from the right 
to receive some or all of the principal payments on the obligation would result 
in treatment of such Mortgage Loans as "stripped coupons" and "stripped bonds." 
Subject to the de minimis rule discussed below under "--Stripped Certificates," 
each stripped bond or stripped coupon could be considered for this purpose as a 
non-interest bearing obligation issued on the date of issue of the Standard     
Certificates, and the original issue discount rules of the Code would apply to  
the holder thereof. While Standard Certificateholders would still be treated as 
owners of beneficial interests in a grantor trust for federal income tax        
purposes, the corpus of such trust could be viewed as excluding the portion of  
the Mortgage Loans the ownership of which is attributed to the Master Servicer, 
or as including such portion as a second class of equitable interest. Applicable
Treasury regulations treat such an arrangement as a fixed investment trust,     
since the multiple classes of trust interests should be treated as merely       
facilitating direct investments in the trust assets and the existence of        
multiple classes of ownership interests is incidental to that purpose. In       
general, such a                                                                 

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recharacterization should not have any significant effect upon the timing or    
amount of income reported by a Standard Certificateholder, except that the      
income reported by a cash method holder may be slightly accelerated. See        
"Stripped Certificates" below for a further description of the federal income   
tax treatment of stripped bonds and stripped coupons.                           

Sale or Exchange of Standard Certificates                                   

Upon sale or exchange of a Standard Certificate, a Standard           
Certificateholder will recognize gain or loss equal to the difference between   
the amount realized on the sale and its aggregate adjusted basis in the         
Mortgage Loans and the other assets represented by the Standard Certificate. In 
general, the aggregate adjusted basis will equal the Standard                   
Certificateholder's cost for the Standard Certificate, increased by the amount  
of any income previously reported with respect to the Standard Certificate and  
decreased by the amount of any losses previously reported with respect to the   
Standard Certificate and the amount of any distributions received thereon.      
Except as provided above with respect to market discount on any Mortgage Loans, 
and except for certain financial institutions subject to the provisions of Code 
Section 582(c), any such gain or loss would be capital gain or loss if the      
Standard Certificate was held as a capital asset. However, gain on the sale of  
a Standard Certificate will be treated as ordinary income (i) if a Standard     
Certificate is held as part of a "conversion transaction" as defined in Code    
Section 1258(c), up to the amount of interest that would have accrued on the    
Standard Certificateholder's net investment in the conversion transaction at    
120% of the appropriate applicable Federal rate in effect at the time the       
taxpayer entered into the transaction minus any amount previously treated as    
ordinary income with respect to any prior disposition of property that was held 
as a part of such transaction or (ii) in the case of a non-corporate taxpayer,  
to the extent such taxpayer has made an election under Code Section 163(d)(4)   
to have net capital gains taxed as investment income at ordinary income rates.  
Long-term capital gains of certain non-corporate taxpayers are subject to a     
lower maximum tax rate (20%) than ordinary income or short-term capital gains   
of such taxpayers (39.6%). The maximum tax rate for corporations is the same    
with respect to both ordinary income and capital gains.                         

STRIPPED CERTIFICATES                                                           

General                                                                     

    Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the        
creation of "stripped bonds" with respect to principal payments and "stripped   
coupons" with respect to interest payments. For purposes of this discussion,    
Certificates that are subject to those rules will be referred to as "Stripped   
Certificates".                                                                  

 The Certificates will be subject to those rules if (i) the Depositor or
any of its affiliates retains (for its own account or for purposes of resale),  
in the form of fixed retained yield or otherwise, an ownership interest in a    
portion of the payments on the Mortgage Loans, (ii) the Master Servicer is      
treated as having an ownership interest in the Mortgage Loans to the extent it  
is paid (or retains) servicing compensation in an amount greater than           
reasonable consideration for servicing the Mortgage Loans (see "Standard        
Certificates--Recharacterization of Servicing Fees" above) and (iii)            
Certificates are issued in two or more classes or subclasses representing the   
right to non-pro-rata percentages of the interest and principal payments on the 
Mortgage Loans. Certificates that represent the same percentage of interest and 
principal on the Mortgage loans will be treated as Standard Certificates,       
notwithstanding that other Certificates of the same Series are treated as       
Stripped Certificates.                                                          

  In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the  
principal payments on each Mortgage Loan and/or "stripped coupons" with respect 
to its pro rata share of all or a portion of the interest payments on each      
Mortgage Loan, including the Stripped Certificate's allocable share of the      
servicing fees paid to the Master Servicer, to the extent that such fees        
represent reasonable compensation for services rendered. See discussion above   
under "Standard Certificates--Recharacterization of Servicing Fees." Although   
not free from doubt, for purposes of reporting to Stripped Certificateholders,  
the servicing fees will be allocated to the Stripped Certificates in proportion 
to the respective entitlements to distributions of each class (or               

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subclass) of Stripped Certificates for the related period or periods. The       
holder of a Stripped Certificate generally will be entitled to a deduction each 
year in respect of the servicing fees, as described above under "Standard       
Certificates--General," subject to the limitation described therein.            

Code Section 1286 treats a stripped bond or a stripped coupon as an   
obligation issued on the date that such stripped interest is purchased.         
Although the treatment of Stripped Certificates for federal income tax purposes 
is not clear in certain respects at this time, particularly where such Stripped 
Certificates are issued with respect to a Mortgage Pool containing              
variable-rate Mortgage Loans, in the opinion of Brown & Wood LLP, Cadwalader,   
Wickersham & Taft or Orrick, Herrington & Sutcliffe (as specified in the        
related Prospectus Supplement), tax counsel to the Depositor, (i) the Trust     
Fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J 
of the Code and not as an association taxable as a corporation or a "taxable    
mortgage pool" within the meaning of Code Section 7701(i), and (ii) each        
Stripped Certificate should be treated as a single installment obligation for   
purposes of calculating original issue discount and gain or loss on             
disposition. This treatment is based on the interrelationship of Code Section   
1286, Code Sections 1272 through 1275, and the OID Regulations. While under     
Code Section 1286 computations with respect to Stripped Certificates arguably   
should be made in one of the ways described below under "Taxation of Stripped   
Certificates--Possible Alternative Characterizations," the OID Regulations      
state, in general, that two or more debt instruments issued by a single issuer  
to a single investor in a single transaction should be treated as a single debt 
instrument for original issue discount purposes. The Agreement for an           
applicable Series will require that the Trustee make and report all             
computations described below using this aggregate approach, unless substantial  
legal authority requires otherwise.                                             

    Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the   
date it is purchased for purposes of calculating any original issue discount.   
In addition, under these regulations, a Stripped Certificate that represents a  
right to payments of both interest and principal may be viewed either as issued 
with original issue discount or market discount (as described below), at a de   
minimis original issue discount, or, presumably, at a premium. This treatment   
suggests that the interest component of such a Stripped Certificate would be    
treated as qualified stated interest under the OID Regulations. Further, these  
final regulations provide that the purchaser of such a Stripped Certificate     
will be required to account for any discount as market discount rather than     
original issue discount if either (i) the initial discount with respect to the  
Stripped Certificate was treated as zero under the de minimis rule, or (ii) no  
more than 100 basis points in excess of reasonable servicing is stripped off    
the related Mortgage Loans. Any such market discount would be reportable as     
described under "REMIC Certificates--Taxation of REMIC Regular                  
Certificates--Market Discount," without regard to the de minimis rule therein,  
assuming that a prepayment assumption is employed in such computation.          

Status of Stripped Certificates                                             

No specific legal authority exists as to whether the character of the 
Stripped Certificates, for federal income tax purposes, will be the same as     
that of the Mortgage Loans. Although the issue is not free from doubt, in the   
opinion of Brown & Wood LLP, Cadwalader, Wickersham & Taft or Orrick,           
Herrington & Sutcliffe (as specified in the related Prospectus Supplement), tax 
counsel to the Depositor, Stripped Certificates owned by applicable holders     
should be considered to represent "real estate assets" within the meaning of    
Code Section 856(c)(4)(A), "obligation[s] principally secured by an interest in 
real property" within the meaning of Code Section 860G(a)(3)(A), and "loans     
secured by an interest in real property" within the meaning of Code Section     
7701(a)(19)(C)(v), and interest (including original issue discount) income      
attributable to Stripped Certificates should be considered to represent         
"interest on obligations secured by mortgages on real property" within the      
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage   
Loans and interest on such Mortgage Loans qualify for such treatment. Investors 
should consult their own tax advisors as to such characterization.              

Taxation of Stripped Certificates                                           

  Original Issue Discount. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original      
issue discount for federal income tax purposes. Original                        

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issue discount with respect to a Stripped Certificate must be included in       
ordinary income as it accrues, in accordance with a constant interest method    
that takes into account the compounding of interest, which may be prior to the  
receipt of the cash attributable to such income. Based in part on the OID       
Regulations and the amendments to the original issue discount sections of the   
Code made by the 1986 Act, the amount of original issue discount required to be 
included in the income of a holder of a Stripped Certificate (referred to in    
this discussion as a "Stripped Certificateholder") in any taxable year likely   
will be computed generally as described above under "REMIC                      
Certificates--Taxation of REMIC Regular Certificates--Original Issue Discount"  
and "--Variable Rate REMIC Regular Certificates." However, with the apparent    
exception of a Stripped Certificate issued with de minimis original issue       
discount as described above under "General," the issue price of a Stripped      
Certificate will be the purchase price paid by each holder thereof, and the     
stated redemption price at maturity will include the aggregate amount of the    
payments to be made on the Stripped Certificate to such Stripped                
Certificateholder, other than payments of qualified stated interest. It is not  
clear under current law whether such aggregate payments and the yield to        
maturity should be computed using a prepayment assumption. Unless and until     
required otherwise by applicable authority, its anticipated will use the        
applicable initial Prepayment assumption for purposes of reporting to           
investors.                                                                      

  If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of  
original issue discount will be either accelerated or decelerated and the       
amount of such original issue discount will be either increased or decreased    
depending on the relative interests in principal and interest on each Mortgage  
Loan represented by such Stripped Certificateholder's Stripped Certificate.     
While the matter is not free from doubt, the holder of a Stripped Certificate   
should be entitled in the year that it becomes certain (assuming no further     
prepayments) that the holder will not recover a portion of its adjusted basis   
in such Stripped Certificate to recognize an ordinary loss equal to such        
portion of unrecoverable basis.                                                 

    As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be  
made if the Mortgage Loans are prepaid could lead to the interpretation that    
such interest payments are "contingent" within the meaning of the OID           
Regulations. The OID Regulations, as they relate to the treatment of contingent 
interest, are by their terms not applicable to prepayable securities such as    
the Stripped Certificates. However, if final regulations dealing with           
contingent interest with respect to the Stripped Certificates apply the same    
principles as the OID Regulations, such regulations may lead to different       
timing of income inclusion that would be the case under the OID Regulations.    
Furthermore, application of such principles could lead to the characterization  
of gain on the sale of contingent interest Stripped Certificates as ordinary    
income. Investors should consult their tax advisors regarding the appropriate   
tax treatment of Stripped Certificates.                                         

   Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the      
difference, if any, between the amount received and the Stripped                
Certificateholder's adjusted basis in such Stripped Certificate, as described   
above under "REMIC Certificates--Taxation of REMIC Regular Certificates--Sale   
or Exchange of REMIC Regular Certificates." To the extent that a subsequent     
purchaser's purchase price is exceeded by the remaining payments on the         
Stripped Certificates (other than qualified stated interest), such subsequent   
purchaser will be required for federal income tax purposes to accrue and report 
such excess as if it were original issue discount, if it exceeds the statutory  
de minimis amount, in the manner described above. It is not clear for this      
purpose whether, if use of prepayment assumption to accrue original issue       
discount on a Stripped Certificate is appropriate, the assumed prepayment rate  
that is to be used in the case of a Stripped Certificateholder other than an    
original Stripped Certificateholder should be the Prepayment Assumption or a    
new rate based on the circumstances at the date of subsequent purchase.         

Purchase of More Than One Class of Stripped Certificates. Where an    
investor purchases more than one class of Stripped Certificates, it is          
currently unclear whether for federal income tax purposes such classes of       
Stripped Certificates should be treated separately or aggregated for purposes   
of the rules described above.                                                   

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Possible Alternative Characterizations. The characterizations of the  
Stripped Certificates discussed above are not the only possible interpretations 
of the applicable Code provisions. For example, the Stripped Certificateholder  
may be treated as the owner of (i) one installment obligation consisting of     
such Stripped Certificate's pro rata share of the payments attributable to      
principal on each Mortgage Loan and a second installment obligation consisting  
of such Stripped Certificate's pro rata share of the payments attributable to   
interest on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons 
as there are scheduled payments of principal and/or interest on each Mortgage   
Loan or (iii) a separate installment obligation for each Mortgage Loan,         
representing the Stripped Certificate's pro rata share of payments of principal 
and/or interest to be made with respect thereto. Alternatively, the holder of   
one or more classes of Stripped Certificates may be treated as the owner of a   
pro rata fractional undivided interest in each Mortgage Loan to the extent that 
such Stripped Certificate, or classes of Stripped Certificates in the           
aggregate, represent the same pro rata portion of principal and interest on     
each such Mortgage Loan, and a stripped bond or stripped coupon (as the case    
may be), treated as an installment obligation or contingent payment obligation, 
as to the remainder. Final regulations issued on December 28, 1992 regarding    
original issue discount on stripped obligations make the foregoing              
interpretations less likely to be applicable. The preamble to those regulations 
states that they are premised on the assumption that an aggregation approach is 
appropriate for determining whether original issue discount on a stripped bond  
or stripped coupon is de minimis, and solicits comments on appropriate rules    
for aggregating stripped bonds and stripped coupons under Code Section 1286.    

Because of these possible varying characterizations of Stripped       
Certificates and the resultant differing treatment of income recognition,       
Stripped Certificateholders are urged to consult their own tax advisors         
regarding the proper treatment of Stripped Certificates for federal income tax  
purposes.                                                                       

REPORTING REQUIREMENTS AND BACKUP WITHHOLDING                                   

  The Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder 
at any time during such year, such information (prepared on the basis described 
above) as the Trustee deems to be necessary or desirable to enable such         
Certificateholders to prepare their federal income tax returns. Such            
information will include the amount of original issue discount accrued on       
Certificates held by persons other than Certificateholders exempted from the    
reporting requirements. The amounts required to be reported by the Trustee may  
not be equal to the proper amount of original issue discount required to be     
reported as taxable income by a Certificateholder, other than an original       
Certificateholder that purchased at the issue price. In particular, in the case 
of Stripped Certificates, unless provided otherwise in the applicable           
Prospectus Supplement, such reporting will be based upon a representative       
initial offering price of each class of Stripped Certificates. The Trustee will 
also file such original issue discount information with the IRS. If a           
Certificateholder fails to supply an accurate taxpayer identification number or 
if the Secretary of the Treasury determines that a Certificateholder has not    
reported all interest and dividend income required to be shown on his federal   
income tax return, 31% backup withholding may be required in respect of any     
reportable payments, as described above under "REMIC Certificates--Backup       
Withholding."                                                                   

TAXATION OF CERTAIN FOREIGN INVESTORS                                           

To the extent that a Certificate evidences ownership in Mortgage Loans
that are issued on or before July 18, 1984, interest or original issue discount 
paid by the person required to withhold tax under Code Section 1441 or 1442 to  
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally   
will be subject to 30% United States withholding tax, or such lower rate as may 
be provided for interest by an applicable tax treaty. Accrued original issue    
discount recognized by the Standard Certificateholder or Stripped               
Certificateholder on original issue discount recognized by the Standard         
Certificateholder or Stripped Certificateholders on the sale or exchange of     
such a Certificate also will be subject to federal income tax at the same rate. 

    Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-U.S. Person evidencing       
ownership interest in Mortgage Loans issued after July 18, 1984 will be         
"portfolio interest" and will be treated in the manner, and such persons will   
be subject to the same certification requirements, described above under "REMIC 
Certificates--Taxation of Certain Foreign Investors--REMIC Regular              
Certificates."                                                                  

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STATE TAX CONSIDERATIONS  

  In addition to the Federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state 
income tax consequences of the acquisition, ownership, and disposition of the   
Certificates. State income tax law may differ substantially from the            
corresponding federal law, and this discussion does not purport to describe any 
aspect of the income tax laws of any state. Therefore, potential investors      
should consult their own tax advisers with respect to the various state tax     
consequences of an investment in the Certificates.                              

ERISA CONSIDERATIONS  

    The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on employee benefit plans subject to ERISA ("ERISA 
Plans") and prohibits certain transactions between ERISA Plans and persons who  
are parties in interest (as defined in ERISA) ("parties in interest") with      
respect to assets of such Plans. Section 4975 of the Code prohibits a similar   
set of transactions between certain plans ("Code Plans," and together with      
ERISA Plans, "Plans") and persons who are disqualified persons (as defined in   
the Code) (hereafter, also "parties in interest") with respect to Code Plans.   
Certain employee benefit plans, such as governmental plans and church plans (if 
no election has been made under Section 410(d) of the Code), are not subject to 
the requirements of ERISA or Section 4975 of the Code, and assets of such plans 
may be invested in Certificates, subject to the provisions of other applicable  
federal and state law. Any such plan which is qualified under Section 401(a) of 
the Code and exempt from taxation under Section 501(a) of the Code is, however, 
subject to the prohibited transaction rules set forth in Section 503 of the     
Code.                                                                           

Investments by ERISA Plans are subject to ERISA's general fiduciary   
requirements, including the requirement of investment prudence and              
diversification and the requirement that investments be made in accordance with 
the documents governing the ERISA Plan. Before investing in a Certificate, an   
ERISA Plan fiduciary should consider, among other factors, whether to do so is  
appropriate in view of the overall investment policy and liquidity needs of the 
ERISA Plan. Such fiduciary should especially consider the sensitivity of the    
investments to the rate of principal payments (including prepayments) on the    
Mortgage Loans, as discussed in the Prospectus Supplement related to a Series.  

 Based on the holding of the United States Supreme Court in John Hancock
Mutual Life Ins. Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), the  
assets of Plan may include assets held in the general account of an insurance   
company. Before investing in a Certificate, an insurance company should         
consider the effects of such holding on an investment of its general accounts   
and the potential applicability of ERISA and Section 4975 of the Code.          

PROHIBITED TRANSACTIONS                                                         

Section 406 of ERISA and Section 4975 of the Code prohibit parties in 
interest with respect to ERISA Plans and Code Plans from engaging in certain    
transactions involving such Plans or "plan assets" of such Plans unless a       
statutory or administrative exemption applies to the transaction. Section 4975  
of the Code and Sections 502(i) and 502(l) of ERISA provide for the imposition  
of certain excise taxes and civil penalties on certain persons that engage or   
participate in such prohibited transactions. The Depositor, the Master          
Servicer, any Special Servicer or the Trustee or certain affiliates thereof may 
be considered or may become parties in interest with respect to an investing    
Plan. If so, the acquisition or holding of Certificates by, on behalf of or     
with "plan assets" of such Plan may be considered to give rise to a "prohibited 
transaction" within the meaning of ERISA and/or the Section 4975 of Code unless 
an administrative exemption described below or some other exemption is          
available.                                                                      

Special caution should be exercised before "plan assets" of a Plan are
used to purchase a Certificate if, with respect to such assets, the Depositor,  
the Master Servicer, any Special Servicer or the Trustee or an affiliate        
thereof either (a) has investment discretion with respect to the investment of  
such assets, or (b) has authority or responsibility to give, or regularly gives 
investment advice with respect to such assets for a fee and pursuant to an      
agreement or understanding that such advice will serve as a primary basis for   
investment decisions with respect to such assets and that such advice will be   
based on the particular investment needs of the Plan.                           

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   Further, if the assets included in a Trust Fund were deemed to constitute
"plan assets," a Plan's investment in the Certificates may be deemed to         
constitute a delegation, under ERISA, of the duty to manage plan assets by the  
fiduciary deciding to invest in the Certificates, and certain transactions      
involved in the operation of the Trust Fund may be deemed to constitute         
prohibited transactions under ERISA and/or Section 4975 of the Code. Neither    
ERISA nor Section 4975 of the Code defines the term "plan assets."              

The United States Department of Labor (the "Department") has issued   
regulations (the "Regulations") concerning whether or not a Plan's assets would 
be deemed to include an interest in the underlying assets of an entity (such as 
the Trust Fund), for purposes of the reporting and disclosure and general       
fiduciary responsibility provisions of ERISA and the prohibited transaction     
provisions of ERISA and Section 4975 of the Code, if the Plan acquires an       
"equity interest" (such as a Certificate) in such an entity.                    

 Certain exceptions are provided in the Regulations whereby an investing
Plan's assets would be deemed merely to include its interest in the             
Certificates instead of being deemed to include an interest in the assets of    
the Trust Fund. However, it cannot be predicted in advance, nor can there be a  
continuing assurance whether such exceptions may be met, because of the factual 
nature of certain of the rules set forth in the Regulations. For example, one   
of the exceptions in the Regulations states that the underlying assets of an    
entity will not be considered "plan assets" if less than 25% of the value of    
each class of equity interests is held by "benefit plan investors," which are   
defined as ERISA Plans, Code Plans, and employee benefit plans not subject to   
ERISA (for example, governmental plans), but this exemption is tested           
immediately after each acquisition of an equity interest in the entity whether  
upon initial issuance or in the secondary market.                               

  Pursuant to the Regulations, if the assets of the Trust Fund were deemed
to be "plan assets" by reason of the investment of assets of a Plan in any      
Certificates, the "plan assets" of such Plan would include an undivided         
interest in the Mortgage Loans, the mortgages underlying the Mortgage Loans and 
any other assets held in the Trust Fund. Therefore, because the Mortgage Loans  
and other assets held in the Trust Fund may be deemed to be "plan assets" of    
each Plan that purchases Certificates, in the absence of an exemption, the      
purchase, sale or holding of Certificates of any Series or Class by or with     
"plan assets" of a Plan may result in a prohibited transaction and the          
imposition of civil penalties or excise taxes.                                  

Depending on the relevant facts and circumstances, certain prohibited 
transaction exemptions may apply to the purchase, sale or holding of            
Certificates of any Series or Class by a Plan, for example, Prohibited          
Transaction Class Exemption ("PTCE") 96-23, which exempts certain transactions  
effected on behalf of a plan by an "in-house asset manager"; PTCE 95-60, which  
exempts certain transactions with insurance company general accounts; PTCE      
91-38 (formerly PTCE 80-51), which exempts certain transactions between bank    
collective investment funds and parties in interest; PTCE 90-1 (formerly PTCE   
78-19), which exempts certain transactions between insurance company pooled     
separate accounts and parties in interest; or PTCE 84-14, which exempts certain 
transactions effected on behalf of a plan by a "qualified professional asset    
manager." Also, the Department has issued administrative exemptions from        
application of certain prohibited transaction restrictions of ERISA and Section 
4975 of the Code to most underwriters of mortgage-backed securities (each, an   
"Underwriter's Exemption"). Such an Underwriter's Exemption can only apply to   
mortgage-backed securities which, among other conditions, are sold in an        
offering with respect to which such underwriter serves as the sole or a         
managing underwriter, or as a selling or placement agent. If such an            
Underwriter's Exemption might be applicable to a Series of Certificates, the    
related Prospectus Supplement will refer to such possibility.                   

Any fiduciary or other Plan investor (which could include an insurance
company investing general accounts assets) who proposes to invest "plan assets" 
of a Plan in Certificates of any Series or Class should consult with its        
counsel with respect to the potential consequences under ERISA and Section 4975 
of the Code of any such acquisition and ownership of such Certificates.         

UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL INTERESTS                           

The purchase of a Certificate evidencing an interest in the Residual  
Interest in a Series that is treated as a REMIC by any employee benefit or      
other plan that is exempt from taxation under Code                              

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Section 501(a), including most varieties of Plans, may give rise to "unrelated  
business taxable income" as described in Code Sections 511-515 and 860E.        
Further, prior to the purchase of an interest in a Residual Interest, a         
prospective transferee may be required to provide an affidavit to a transferor  
that it is not, nor is it purchasing an interest in a Residual Interest on      
behalf of, a "Disqualified Organization," which term as defined above includes  
certain tax-exempt entities not subject to Code Section 511, such as certain    
governmental plans, as discussed above under "Certain Federal Income Tax        
Consequences--Taxation Residual Certificates--Limitations on Offset or          
Exemption of REMIC Income" and "--Tax-Related Restrictions on Transfer of       
Residual Certificates."                                                         

Due to the complexity of these rules and the penalties imposed upon   
Persons involved in prohibited transactions, it is particularly important that  
individuals responsible for investment decisions with respect to Plans consult  
with their counsel regarding the consequences under ERISA and/or Section 4975   
of the Code of their acquisitions and ownership of Certificates.                

 The sale of Certificates to a Plan is in no respect a representation by
the Depositor or the applicable underwriter that such investment meets all      
relevant legal requirements with respect to investments by Plans generally or   
any particular Plan, or that such investment is appropriate for Plans generally 
or any particular Plan.                                                         

LEGAL INVESTMENT  

  The Prospectus Supplement for each Series will identify those Classes of
Certificates, if any, which constitute "mortgage related securities" for        
purposes of the Secondary Mortgage Market Enhancement Act of 1984 (the          
"Enhancement Act").                                                             

   Such Classes will constitute "mortgage related securities" for so long as
they (i) are rated in one of the two highest rating categories by at least one  
nationally recognized statistical rating organization and (ii) are part of a    
Series evidencing interests in a trust fund consisting of loans originated by   
certain types of originators as specified in the Enhancement Act (the "SMMEA    
Certificates"). As "mortgage related securities," the SMMEA Certificates will   
constitute legal investments for persons, trusts, corporations, partnerships,   
associations, business trusts and business entities (including, but not limited 
to, state-chartered savings banks, commercial banks, savings and loan           
associations and insurance companies, as well as trustees and state government  
employee retirement systems) created pursuant to or existing under the laws of  
the United States or of any state (including the District of Columbia and       
Puerto Rico) whose authorized investments are subject to state regulation to    
the same extent that, under applicable law, obligations issued by or guaranteed 
as to principal and interest by the United States or any agency or              
instrumentality thereof constitute legal investments for such entities.         
Pursuant to the Enhancement Act, a number of states enacted legislation, on or  
before the October 3, 1991 cutoff for such enactments, limiting to varying      
extents the ability of certain entities (in particular, insurance companies) to 
invest in mortgage related securities, in most cases by requiring the affected  
investors to rely solely upon existing state law, and not the Enhancement Act.  
Pursuant to Section 347 of the Riegle Community Development and Regulatory      
Improvement Act of 1994, which amended the definition of "mortgage related      
security" to include, in relevant part, certificates satisfying the rating and  
qualified originator requirements for "mortgage related securities," but        
evidencing interests in a trust fund consisting, in whole or in part, of first  
liens on one or more parcels of real estate upon which are located one or more  
commercial structures, states were authorized to enact legislation, on or       
before September 23, 2001, specifically referring to Section 347 and            
prohibiting or restricting the purchase, holding or investment by               
state-regulated entities in such types of certificates. Accordingly, the        
investors affected by such legislation when and if enacted, will be authorized  
to invest in SMMEA Certificates only to the extent provided in such             
legislation.                                                                    

The Enhancement Act also amended the legal investment authority of    
federally chartered depository institutions as follows: federal savings and     
loan associations and federal savings banks may invest in, sell or otherwise    
deal with, mortgage related securities without limitation as to the percentage  
of their assets represented thereby, federal credit unions may invest in        
mortgage related securities, and national banks may purchase mortgage related   
securities for their own account without regard to the limitations generally    
applicable to investment securities set forth in 12 U.S.C. Section 24           
(Seventh), subject in each case to such regulations as the applicable federal   
regulatory authority may prescribe. In this connection,                         

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effective December 31, 1996, the Office of the Comptroller of the Currency (the 
"OCC") has amended 12 C.F.R. part 1 to authorize national banks to purchase and 
sell for their own account, without limitation as to a percentage of any such   
bank's capital and surplus (but subject to compliance with certain general      
standards concerning "safety and soundness" and retention of credit information 
in 12 C.F.R. Section 1.5), certain "Type IV securities," defined in 12 C.F.R.   
Section 1.2(l) to include certain "commercial mortgage-related securities" and  
"residential mortgage-related securities." As so defined, "commercial           
mortgage-related security" and "residential mortgage-related security" mean, in 
relevant part, "mortgage related security" within the meaning of the            
Enhancement Act, provided that, in the case of a "commercial mortgage-related   
security," it "represents ownership of a promissory note or certificate of      
interest or participation that is directly secured by a first lien on one or    
more parcels of real estate upon which one or more commercial structures are    
located and that is fully secured by interests in a pool of loans to numerous   
obligors." In the absence of any rule or administrative interpretation by the   
OCC defining the term "numerous obligors," no representation is made as to      
whether any Class of Certificates will qualify as "commercial mortgaged-related 
securities," and thus as "Type IV securities," for investment by national       
banks. Federal credit unions should review the NCUA Letter to Credit Unions No. 
96, as modified by Letter to Credit Unions No. 108, which includes guidelines   
to assist federal credit unions in making investment decisions for mortgage     
related securities. The NCUA has adopted rules, codified as 12 C.F.R. Section   
703.5(f) through (k), which prohibit federal credit unions from investing in    
certain mortgage related securities (including securities such as certain       
Series, Classes or subclasses of Certificates), except under limited            
circumstances.                                                                  

   All depository institutions considering an investment in the Certificates
should review the Supervisory Policy Statement on Securities Activities dated   
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the     
Federal Financial Institutions Examination Council. The Policy Statement, which 
has been adopted by the Board of Governors of the Federal Reserve System, the   
FDIC, the Comptroller of the Currency and the Office of Thrift Supervision and  
by the NCUA (with certain modifications) prohibits depository institutions from 
investing in certain "high-risk" mortgage securities (including securities such 
as certain Series, Classes or subclasses of Certificates), except under limited 
circumstances, and sets forth certain investment practices deemed to be         
unsuitable for regulated institutions.                                          

Institutions whose investment activities are subject to regulation by 
federal or state authorities should review rules, policies and guidelines       
adopted from time to time by such authorities before purchasing any SMMEA       
Certificates, as SMMEA Certificates may be deemed unsuitable investments, or    
may otherwise be restricted, under such rules, policies or guidelines (in       
certain instances irrespective of the Enhancement Act).                         

The foregoing does not take into consideration the applicability of   
statutes, rules, regulations, orders, guidelines or agreements generally        
governing investments made by a particular investor, including, but not limited 
to, "prudent investor" provisions, percentage-of-assets limits, provisions      
which may restrict or prohibit investment in securities which are not "interest 
bearing" or "income-paying," and provisions which may restrict or prohibit      
investments in securities which are issued in book-entry form.                  

Investors should consult with their own legal advisers in determining 
whether, and to what extent, SMMEA Certificates constitute legal investments    
for such investors.                                                             

Other Classes of Certificates will not constitute "mortgage related   
securities" under the Enhancement Act (the "Non-SMMEA Certificates"). The       
appropriate characterization of the Non-SMMEA Certificates under various legal  
investment restrictions, and thus the ability of investors subject to these     
restrictions to purchase Non-SMMEA Certificates, may be subject to significant  
interpretive uncertainties. All investors whose investment authority is subject 
to legal restrictions should consult their own legal advisers to determine      
whether, and to what extent, the Non-SMMEA Certificates will constitute legal   
investments for them.                                                           

    Except as to the status of SMMEA Certificates identified in the Prospectus
Supplement for a Series as "mortgage related securities" under the Enhancement  
Act, the Depositor will make no representation as to the proper                 
characterization of the Certificates for legal investment or financial          
institution regulatory                                                          

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purposes, or as to the ability of particular investors to purchase Certificates 
under applicable legal investment restrictions. The uncertainties described     
above (and any unfavorable future determinations concerning legal investment or 
financial institution regulatory characteristics of the Certificates) may       
adversely affect the liquidity of the Certificates.                             

PLAN OF DISTRIBUTION  

Each Series of Certificates offered hereby and by means of the related
Prospectus Supplements may be sold directly by the Depositor or may be offered  
through Credit Suisse First Boston Corporation, an affiliate of the Depositor,  
or underwriting syndicates represented by Credit Suisse First Boston            
Corporation (the "Underwriters"). The Prospectus Supplement with respect to     
each such Series of Certificates will set forth the terms of the offering of    
such Series of Certificates, including the name or names of the Underwriters,   
the proceeds to the Depositor, and either the initial public offering price,    
the discounts and commissions to the Underwriters and any discounts or          
concessions allowed or reallowed to certain dealers, or the method by which the 
price at which the Underwriters will sell such Certificates will be determined. 

Unless otherwise specified in the related Prospectus Supplement, the  
Underwriters will be obligated to purchase all of the Certificates of a Series  
described in the related Prospectus Supplement with respect to such Series if   
any such Certificates are purchased. The Certificates may be acquired by the    
Underwriters for their own account and may be resold from time to time in one   
or more transactions, including negotiated transactions, at a fixed public      
offering price or at varying prices determined at the time of sale.             

  If specified in the applicable Prospectus Supplement, the Depositor will
authorize Underwriters or other persons acting as the Depositor's agents to     
solicit offers by certain institutions to purchase the Certificates from the    
Depositor pursuant to contracts providing for payment and delivery on a future  
date. Institutions with which such contracts may be made include commercial and 
savings banks, insurance companies, pension funds, investment companies,        
educational and charitable institutions and others, but in all cases such       
institutions must be approved by the Depositor. The obligation of any purchaser 
under any such contract will be subject to the condition that the purchase of   
the offered Certificates shall not at the time of delivery be prohibited under  
the laws of the jurisdiction to which such purchaser is subject. The            
Underwriters and such other agents will not have any responsibility in respect  
of the validity or performance of such contracts.                               

 The Depositor may also sell the Certificates offered hereby by means of
the related Prospectus Supplements from time to time in negotiated transactions 
or otherwise, at prices determined at the time of sale. The Depositor may       
effect such transactions by selling Certificates to or through dealers, and     
such dealers may receive compensation in the form of underwriting discounts,    
concessions or commissions from the Depositor and any purchasers of             
Certificates for whom they may act as agents.                                   

The place and time of delivery for each Series of Certificates offered
hereby and by means of the related Prospectus Supplement will be set forth in   
the Prospectus Supplement with respect to such Series.                          

LEGAL MATTERS 

   Certain legal matters relating to the Certificates offered hereby will be
passed upon for the Depositor and for the Underwriters by Brown & Wood LLP, One 
World Trade Center, New York, New York 10048; Cadwalader, Wickersham & Taft,    
100 Maiden Lane, New York, New York 10038; or Orrick, Herrington & Sutcliffe    
LLP, 666 Fifth Avenue, New York, New York 10103-0001, as specified in the       
related Prospectus Supplement.                                                  

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INDEX OF DEFINED TERMS

                                                                [Download Table]

                                                       
1                                                      
1986 Act .....................................       46

A                                                      
Accrual Certificates .........................        4
Act ..........................................        1
ADA ..........................................       41
Agreement ....................................       10

B                                                      
Balloon Mortgage Loans .......................        6
Bankruptcy Code ..............................   32, 35
Borrower .....................................       16
borrower .....................................       29

C                                                      
CERCLA .......................................    8, 33
Certificateholder ............................       43
Certificateholders ...........................       11
Certificates .................................    Cover
Closing Date .................................       17
Code .........................................   14, 43
Code Plans ...................................       70
Collection Account ...........................       11
commercial mortgage-related security .........       73
Commission ...................................        1
Covered Trust ................................        7
Crime Control Act ............................       41
CSFBMC .......................................        9
Cut-Off Date .................................       11

D                                                      
defective obligation .........................       45
Deleted Mortgage Loans .......................       20
Department ...................................       71
Depositor ....................................    Cover
Distribution Account .........................       11
Distribution Date ............................       11
DTC ..........................................        9

E                                                      
electing large partnership ...................       57
Enhancement ..................................       26
Enhancement Act ..............................       72
ERISA ........................................       70
ERISA Plans ..................................       70
Escrow Account ...............................       21
Event of Default .............................       25
excess inclusion .............................       55
excess servicing .............................       65

F                                                      
FHA ..........................................       18
FHLMC ........................................       10
FNMA .........................................       10

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                                                                [Download Table]

                                                     
Form 8-K ................................          17
future advance ..........................          30

G                                                    
GNMA ....................................          10

H                                                    
holder ..................................          43
Holders .................................          11
HUD .....................................          18

I                                                    
Installment Contracts ...................          16
Insurance Proceeds ......................          12
interest ................................          51
IRS .....................................          45

L                                                    
L/C Bank ................................          27
L/C Percentage ..........................          27
lender ..................................          29
Liquidation Proceeds ....................          12

M                                                    
Mark to Market Regulations ..............          59
market discount .........................          50
Master Servicer .........................          21
Master Servicer Remittance Date .........          12
MBS .....................................   Cover, 16
Mortgage Interest Rate ..................          20
Mortgage Loan File ......................          17
Mortgage Loan Schedule ..................          17
Mortgage Pool ...........................       Cover
Mortgaged Property ......................          16
Mortgages ...............................          16

N                                                    
NCUA ....................................          39
New Regulations .........................          62
noneconomic residual interest ...........          58
Non-SMMEA Certificates ..................          73
Non-U.S. Person .........................          61
Note ....................................          16

O                                                    
OCC .....................................          73
OID Regulations .........................          46

P                                                    
parties in interest .....................          70
Pass-Through Entity .....................          57
Pass-Through Rate .......................           1
Permitted Investments ...................          13
plan assets .............................          70
Plans ...................................          70
Policy Statement ........................          73
portfolio interest ......................      61, 62
Prepayment Assumption ...................          47
Prepayment Premium ......................          12

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                                                                [Download Table]

                                                       
Property Protection Expenses ..............          12
PTCE ......................................          71

R                                                      
Rating Agency .............................          10
readily achievable ........................          41
Registration Statement ....................           1
Regular Certificateholder .................          46
Regulations ...............................          71
Relief Act ................................          38
REMIC .....................................       Cover
REMIC Regulations .........................          43
REO Account ...............................          12
REO Property ..............................          12
Reserve Fund ..............................          27
Residual Certificateholders ...............          53
RICO ......................................          41

S                                                      
SBJPA of 1996 .............................          44
Senior Certificates .......................          26
Simple Interest Loans .....................          16
single family residences ..................          45
SMMEA Certificates ........................          72
Special Servicer ..........................          21
Specially Serviced Mortgage Loans .........          21
Standard Certificateholder ................          63
Standard Certificates .....................          63
Startup Day ...............................          44
Stripped Certificateholder ................          68
Stripped Certificates .....................          63
Subordinate Certificates ..................          26
Substitute Mortgage Loans .................          20

T                                                      
thrift institutions .......................          56
Title VIII ................................          39
Treasury ..................................          43
Trust Fund ................................   Cover, 10
Trustee ...................................          15

U                                                      
UCC .......................................          40
Unaffiliated Seller .......................          19
Underwriters ..............................          74
Underwriter's Exemption ...................          71
U.S. Person ...............................          58

V                                                      
Voting Rights .............................           9

[13 pictures of the various mortgaged properties were omitted.]                 

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This diskette contains one spreadsheet file that can be put on a      
user-specified hard drive or network drive. The file "CSFB00C1.XLS" is a        
Microsoft Excel(1), Version 5.0 spreadsheet. The file provides, in electronic   
format, a worksheet consisting of certain loan level information shown in ANNEX 
A of the Prospectus Supplement, and a worksheet consisting of the table         
"Mortgage Notes" in the Prospectus Supplement.                                  

Open the file as you would normally open any spreadsheet in Microsoft 
Excel. After the file is opened, a securities law legend will be displayed.     
READ THE LEGEND CAREFULLY. To view the ANNEX A data in the Microsoft Excel      
file, open the worksheet labeled "Annex A." To view the "Mortgage Notes" data,  
open the worksheet labeled "Mortgage Notes."                                    

----------                                                                      
(1)   Microsoft Excel is a registered trademark of Microsoft Corporation.